Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:(the “Amendment No. 1 Effective Date”): (a) The Administrative Agent’s receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by following, each of the Borrowerwhich shall be originals, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; or electronic copies or facsimiles followed promptly by originals (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”unless otherwise specified), reporting directly to the special restructuring committee each properly executed by a Responsible Officer of the board of directors of Holdingsapplicable Loan Party, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Company and the Required Lenders; (ii) a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so long as the eFunds Bonds are outstanding, eFunds shall guarantee such obligations only up to an amount that is permitted by the indenture governing the eFunds Bonds; (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Company Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) the Pledge Agreement, duly executed by each Loan Party together with: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank, (B) a completed Perfection Certificate in the form attached hereto as Annex B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); and (C) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) either (1) with respect to the Company and its subsidiaries existing prior to the time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to eFunds and its subsidiaries existing at the time of the eFunds Merger, are disclosed on the schedules to the eFunds Merger Agreement or are otherwise permitted to exist by the eFunds Merger Agreement without giving the Company the right to refuse to close on the eFunds Merger as a result of the existence of such Liens; (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Loan Party executing this Amendment, the Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to the Company addressed to each Agent and each Lender providing legal opinions substantially similar to those set forth on Annex C hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) a certificate signed by a Responsible Officer of the Company certifying as to the satisfaction of the conditions set forth in Section 15(f) and (g) of this Amendment; (ix) a certificate attesting to the Solvency of the Company and the Restricted Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date from the chief financial officer, treasurer or assistant treasurer of the Company; and (x) copies (certified to be true and complete by the Company) of any amendments to the eFunds Merger Agreement and the disclosure schedules thereto. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in their sole discretiona manner material and adverse to the Lenders, in each case without the consent of the Arrangers (which shall not be unreasonably withheld or delayed). The eFunds Merger shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the eFunds Merger Agreement. (d) There shall not have occurred between December 31, 2006 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the eFunds Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex A). (e) The Lenders shall have received (i) audited consolidated financial statements of eFunds for the fiscal year ended December 31, 2006 and (ii) such financial information for periods ending after December 31, 2006 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Company pursuant to the eFunds Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to the Company and its Subsidiaries, and forecasts of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Amendment No. 1 Effective Date and on an annual basis for each year thereafter until the Maturity Date. (f) The representations and warranties of the Company contained in Section 14 of this Amendment and the representations and warranties of the Company and each other Borrower contained in Article 5 of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that the only representations involving eFunds and its Subsidiaries, the making of which shall be a condition to the effectiveness of this Amendment, shall be (A) the representations and warranties made by or with respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are material to the interests of Lenders, but only to the extent that the Company has the right to terminate its obligations under the eFunds Merger Agreement as a result of a breach of such representations and warranties in the eFunds Merger Agreement and (B) the representations and warranties set forth in Sections 5.02 (other than clause (c)(ii) thereof), 5.04, 5.12 and 5.15 of the Credit Agreement (as amended by this Amendment). (g) Subject to clause (f) above, no Default shall exist with respect to the Company and its Subsidiaries at the time of, or after giving effect to, the eFunds Transactions and this Amendment.

Conditions to Effectiveness of Amendment. This The amendments to the Existing Purchase Agreement in this Amendment shall become be effective upon as of the First Amendment Effective Date subject to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: (a) receipt The Purchasers shall have received this Amendment, duly executed by the BorrowerCredit Parties, the Additional Delayed Draw BorrowerPurchasers and the Collateral Agent duly executed by the Borrowers, the Guarantors, the Administrative Agent Purchasers and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;Collateral Agent. (b) All conditions set forth in Section 4.5 shall have been satisfied or waived, and any updates to schedules required under Section 4.5(e) are attached as Exhibit B to this First Amendment to Second Amended and Restated SPA (which attachment includes the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”updated Schedule 1.1(d), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;). (c) receipt by the Administrative Agent As of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole First Amendment Effective Date, (i) no Default or Event of Default shall have occurred and absolute discretionbe continuing; (dii) receipt by the Administrative Agent representations and warranties of all notices, certificates, the Credit Parties contained in ARTICLE V of the Purchase Agreement and in the other documentation provided by Operative Documents shall be true and correct as of the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant First Amendment Effective Date as if made on the First Amendment Effective Date (except to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent extent expressly made as of a payoff letter from Silicon Valley Bankprior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in form which case such representations and substance satisfactory to each Lender in its sole warranties shall be true and absolute discretion; (f) receipt by the Administrative Agent correct as of a Secretary’s Certificatesuch earlier date), with respect updated qualifications and exceptions to such representations and warranties as of the First Amendment Effective Date being disclosed to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, Purchasers in substantially the form delivered on of updated Schedules to the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonPurchase Agreement attached hereto as Exhibit B; and (hiii) receipt each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by the Administration Agent of an opinion of counsel it on or prior to the BorrowerFirst Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Additional Delayed Draw Borrower and the Guarantors, Purchasers have waived in form and substance reasonably satisfactory to the Lenders in their sole discretionwriting).

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “First Amendment Effective Date”) of each on which all of the following conditions precedentprecedent have been satisfied or waived: (ai) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the General Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by each a duly authorized officer of the U.S. Borrower, the Additional Delayed Draw Borrowerother Borrowers, the Guarantors, Majority Lenders and Extending Lenders to the extent required by clause (vi) below; provided that any Lender may signify its consent to this Amendment by instead executing a “lender addendum” in a form as provided by the Administrative Agent and the LendersAgent; (bii) the hiring by Holdings General Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of a Chief Restructuring Officer acceptable this Amendment, from each Loan Party signatory thereto; (iii) the General Administrative Agent shall have received (a) for distribution to each Term Lender which has delivered an executed counterpart of this Amendment to the General Administrative Agent on or prior to the First Amendment Effective Date, an amendment fee equal to 1.00% of such Term Lender’s outstanding Term Loans on the First Amendment Effective Date (it being agreed that the amendment fee is payable to a Term Lender only if such Term Lender has delivered an executed counterpart of this Amendment to the General Administrative Agent on or prior to the time that the General Administrative Agent has received executed counterparts of this Amendment from the Majority Lenders, as determined by the General Administrative Agent in its sole discretion) and absolute discretion (the “CRO”), reporting directly b) all other fees and amounts due and payable on or prior to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flowsFirst Amendment Effective Date for which invoices have been presented, including both receivables all reasonable out-of-pocket expenses (including reasonable fees, charges and payables management (iidisbursements of counsel) required to be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetreimbursed or paid by any Loan Party hereunder or under any other Loan Document; (civ) receipt by the General Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the General Administrative Agent of all noticesmay reasonably require evidencing the identity, certificates, authority and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions capacity of each such Person’s Board of Directors (or other managing body, Responsible Officer thereof authorized to act as a Responsible Officer in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of connection with this Amendment and the transactions contemplated herebyother Loan Documents to which such Loan Party is a party or is to be a party; (gv) receipt by the General Administrative Agent of a copy of a good standing certificate for each shall have received evidence reasonably satisfactory to it that the U.S. Borrower has given an irrevocable call notice to redeem all 2009 Notes outstanding on the First Amendment Effective Date and has taken such other steps in connection with the redemption of the Borrower, 2009 Notes as the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonGeneral Administrative Agent may reasonably require; and (hvi) receipt by the Administration General Administrative Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance shall have received evidence reasonably satisfactory to it that the aggregate principal amount of the Tranche A U.S. Revolving Credit Commitments on the First Amendment Effective Date (after giving effect to the minimum Revolving Credit Commitment Reduction of 33.33% and any simultaneous addition of any new U.S. Revolving Lenders in their sole discretionpursuant to Section 2.6 of the Existing Credit Agreement) will be not less than $700,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions; provided that all such conditions precedent:are satisfied on or prior to December 31, 2009 (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Borrower, the Additional Delayed Draw BorrowerHoldings, the GuarantorsRequired Lenders, the Majority Revolving Facility Lenders and the Majority Term Facility Lenders; (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor; (iii) executed counterparts of the Borrower Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent (the “FNIS Credit Guaranty”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date; (v) evidence (in form reasonably satisfactory to the Administrative Agent and the Lenders of a counterpart signature FNIS Administrative Agent, as the case may be) of the others to identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment duly executed and delivered by each of the BorrowerAmendment, the Additional Delayed Draw BorrowerBorrower Supplemental Agreement, the GuarantorsFNIS Loan Party Guaranty or the FNIS Credit Guaranty; (vi) such documents and certifications as the Administrative Agent or the FNIS Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the LendersAdministrative Agent); (bviii) opinions of counsel to Holdings, the hiring by Holdings Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of a Chief Restructuring Officer the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to each Lender in its sole and absolute discretion (the “CRO”FNIS Administrative Agent), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (cix) receipt a certificate signed by the Administrative Agent a Responsible Officer of the Closing Budget Borrower (in a form acceptable such person’s capacity as an officer of the Borrower and not personally) certifying as to the Lenders, collectively, satisfaction of the conditions set forth in their sole Section 14(f) and absolute discretion(g) of this Amendment; (dx) receipt a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date; (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto; (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment; (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and the Administrative Agent Agent; (xiv) an acknowledgement and confirmation signed by a Responsible Officer of all noticesFNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, certificatesGroup Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, and other documentation provided by (2) each reference to “Holdings” in the Borrower or any of its AffiliatesLoan Documents, or any schedule, exhibit, appendix, annex or addendum thereto, shall be deemed to be to it and (3) it shall be bound by all of the terms and provisions of the Loan Documents to which Holdings is a party and that it shall be deemed to have ratified and affirmed its or their officers or directorscontinued obligations, to Silicon Valley Bank pursuant liabilities and indebtedness of Holdings thereunder, and (B) confirming that the representations and warranties set forth in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the SVB Loan Agreement since April 1extent such representations and warranties specifically refer to an earlier date, 2017, including any borrowing base certificates, summary accounts receivable in which case they shall be true and accounts payable agings, and inventory certificatescorrect in all material respects as of such earlier date; (exv) receipt (A) a copy of the articles of organization, including all amendments thereto, of FNIS Merger Sub, certified as of a recent date by the Administrative Agent Secretary of State of the state of its organization, and a certificate as to the good standing of FNIS Merger Sub as of a payoff letter recent date, from Silicon Valley Banksuch Secretary of State, (B) a certificate of the Secretary or Assistant Secretary of FNIS Merger Sub dated the Amendment No. 1 Effective Date and certifying (1) that attached thereto is a true and correct copy of the limited liability company agreement of FNIS Merger Sub as in form effect on the Amendment No. 1 Effective Date and substance satisfactory at all times since a date prior to each Lender the date of the resolutions described in its sole clause (2) below, (2) that attached thereto is a true and absolute discretion; (f) receipt complete copy of resolutions duly adopted by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case governing body of other than a corporation) then in full force and effect FNIS Merger Sub authorizing the execution, delivery and performance of this Amendment the Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the transactions contemplated hereby; articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (gA) receipt by above, and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (D) such other documents as the Lenders or the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Personmay reasonably request; and (hxvi) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, evidence in form and substance reasonably satisfactory to the Administrative Agent that each Consenting Lender shall have committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of this Amendment. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The FNIS Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement. (d) There shall not have occurred between December 31, 2008 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings). (e) The Lenders shall have received (i) audited consolidated financial statements of FNIS for the fiscal year ended December 31, 2008 and (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Borrower pursuant to the FNIS Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the FNIS Merger) for (x) the 12-month period ending on the last day of the fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013. (f) The representations and warranties of the Borrower and Holdings contained in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (g) No Default shall exist with respect to FNIS, FNIS Merger Sub, Holdings and their sole discretionrespective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment. (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (i) The Debt Exchange Agreement shall have been duly executed by all the parties thereto and the Debt Exchange shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the Debt Exchange Agreement. (j) The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (other than in respect of the Debt Exchange) described in Section 2 and Section 3 of this Amendment shall have been consummated, or substantially concurrently consummated, in accordance with such sections. (k) The Administrative Agent shall have received the results of a recent lien search with respect to FNIS Merger Sub in jurisdictions in which filings are to be made pursuant to the Loan Documents, and such search shall reveal no Liens on any of the assets of FNIS Merger Sub except for Liens permitted by Section 7.1 of the Credit Agreement or discharged on or prior to the Amendment No. 1 Effective Date pursuant to documentation satisfactory to the Administrative Agent. (l) Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.1 of the Credit Agreement), shall be in proper form for filing, registration or recordation.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the Additional Delayed Draw Borrowerother Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the Guarantorsreasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lenders of a counterpart signature Amendment No. 1 Arrangers) of the others Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment duly executed (and delivered by each any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the Additional Delayed Draw Borrowerextensions of credit contemplated hereunder, (y) the GuarantorsCertificate of Incorporation and By-Laws, the Administrative Agent Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements Borrower and (iiiz) develop signature and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors incumbency certificates (or other managing body, in comparable documents evidencing the case same) of other than a corporation) then in full force and effect authorizing the execution, delivery and performance Authorized Officers of this Amendment Holdings and the transactions contemplated hereby; (g) receipt by Borrower executing the Administrative Agent of Credit Documents to which it is a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionparty.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 1 Effective Date”) of each of that the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersLoan Party; (b) Agent shall have received a counterpart of this Amendment, executed and delivered by the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetTerm B-5 Lender; (c) receipt by the Administrative Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Closing Budget in a form acceptable Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the LendersLoan Parties, collectively(B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in their sole each case addressed to the Agent and absolute discretionthe Term B-5 Lenders; (d) receipt Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Administrative Agent Secretary of all notices, certificatesState of the state of its organization, and other documentation provided a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 1 Effective Date or, if applicable, that no modifications have been made to such documents since January 30, 2015 or November 23, 2015, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower or any board of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors directors (or other managing equivalent governing body, in the case ) of other than a corporation) then in full force and effect such Loan Party authorizing the execution, delivery and performance of the Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 1 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (f) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 1 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 1 Arrangers in connection with arranging Amendment No. 1 as separately agreed to in writing by New Holdings (as defined below) and the Amendment No. 1 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 1 Arrangers and the Agent in connection with this Amendment and the transactions transaction contemplated herebyhereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (gi) receipt Subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-5 Loans, and the borrowings thereunder, on the Amendment No. 1 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (h) Agent shall have received a solvency certificate signed by the Administrative Chief Financial Officer of New Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (i) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a copy date reasonably satisfactory to the Agent) indicating the absence of a good standing certificate for each Liens on the assets of the BorrowerLoan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 1 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) Agent shall have received a Committed Loan Notice for the Term B-5 Loans; (k) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 1 Effective Date; (l) Refinancing shall have been consummated with the proceeds from the Term B-5 Loans and Agent shall have received a payoff letter from the agent for the lenders under the NAI Credit Agreement, reasonably satisfactory in form and substance to the Agent evidencing that, upon receipt of any payments specified therein, the Additional Delayed Draw Borrower NAI Credit Agreement has been or concurrently with the Effective Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Guarantors, dated within 30 days of NAI Credit Agreement have been or concurrently with the date hereof, from the jurisdiction of formation for each such PersonEffective Date are being released; and (hm) receipt by The Agent shall have received reasonable evidence of both (i) the Administration Agent merger of an opinion Albertson’s Holdings LLC with and into Albertsons Companies, LLC (“New Holdings”) and (ii) the merger of counsel to the Borrower, the Additional Delayed Draw Borrower NAI Holdings LLC with and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretioninto New Holdings.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 6 Effective Date”) of each of that the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersLoan Party; (b) the hiring Agent shall have received (x) a counterpart of this Amendment, executed and delivered by Holdings of a Chief Restructuring Officer acceptable to each any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements or Additional 2017-1 Term B-6 Lender and (iiiy) develop and ensure compliance with Consents from Lenders constituting the Weekly BudgetRequired Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) receipt the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretionAgent; (d) receipt the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesAgent; (e) receipt the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretionAgent; (f) receipt by the Administrative Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of a Secretary’s Certificatethe Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, with respect counsel to the BorrowerLoan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement DateLoan Parties, in each case attaching resolutions addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Person’s Board Secretary of Directors State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or other managing limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body, in the case ) of other than a corporation) then in full force and effect such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the transactions contemplated herebyincumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (gh) receipt by the Administrative Agent shall have received a certificate of a copy an authorized officer of a good standing certificate for the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the Borrowerrepresentations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the Additional Delayed Draw conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and the Guarantorseach Loan Party relating thereto, dated within 30 days and (ii) evidence of flood insurance as required by Section 9.4 of the date hereof, from Term Loan Agreement and the jurisdiction applicable provisions of formation for each such Personthe Collateral Documents; and (hp) receipt by the Administration Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an opinion aggregate principal amount of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion$250,000,000.

Conditions to Effectiveness of Amendment. This (a) The amendments set forth in Part I of this Amendment shall become effective upon (other than the satisfaction amendments solely relating to transaction costs associated with the IPO referred to in clause (or waiver in writing by each Lendera)(iv)(B) of each the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent:precedent have been satisfied or waived (the “First Effective Date”): (ai) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of (or its counsel) shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower, Borrower and (C) the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders; (bii) The Borrower shall have paid all fees and expenses of the hiring by Holdings Administrative Agent, including the reasonable fees and expenses of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly counsel to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and Administrative Agent; (iii) develop After giving effect to the Amendment, no Default or Event of Default shall have occurred and ensure compliance with the Weekly Budget;be continuing; and (civ) receipt by The Administrative Agent shall have received such fees as separately agreed between the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to ) and the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Borrower. (eb) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, The amendments set forth in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the transactions contemplated hereby;corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Second Effective Date”): (gi) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonThe conditions set forth in Section 10(a) above shall have been satisfied; and (hii) receipt by (A) The IPO shall have been consummated on or before September 30, 2004, and (B) the Administration Agent of an opinion of counsel to the BorrowerBorrower shall have purchased, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably retired or redeemed (or made arrangements satisfactory to the Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Administrative Agent on or before the Second Effective Date and arrangements for redemptions pursuant to the Senior Subordinated Note Indenture are all satisfactory to the Administrative Agent) the Loans or the Senior Subordinated Notes in an aggregate principal amount not less than $75,000,000. (c) The amendment set forth in Part III of this Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Third Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) The Administrative Agent (or its counsel) shall have received (after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Lenders in their sole discretionwith Term Loan Commitments. (d) The Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the occurrence of the First Effective Date, the Second Effective Date and the Third Effective Date.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Additional Delayed Draw BorrowerAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the Guarantorsreasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lenders of a counterpart signature Amendment No. 4 Arrangers) of the others Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment duly executed (and delivered by each any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the Additional Delayed Draw Borrowerextensions of credit contemplated hereunder, the Guarantors, the Administrative Agent and the Lenders; (bx) the hiring by Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, (y) signature and incumbency certificates of the Additional Delayed Draw Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (Amendment No. 4 Effective Date or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby;recent date prior thereto; and (g) receipt by the The Administrative Agent shall have received a Notice of a copy of a good standing certificate for each Borrowing in respect of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days Tranche B-3 Term Loans in accordance with Section 2.3 of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionAmended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 5 Effective Date”) of each of that the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersLoan Party; (b) the hiring Agent shall have received (x) a counterpart of this Amendment, executed and delivered by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows2016-2 Additional Term B-4 Lender, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements 2016-2 Additional Term B-5 Lender and (iii) develop 2016-1 Additional Term B-6 Lender and ensure compliance with (y) Consents from Lenders constituting the Weekly BudgetRequired Lenders, provided that the 2016-2 Additional Term B-4 Lender, the 2016-2 Additional Term B-5 Lender and the 2016-1 Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) receipt the Agent shall have received an executed Joinder entered into by the Administrative Agent of 2016-1 Additional Term B-6 Lender, Holdings and the Closing Budget in a form acceptable to Borrowers, and acknowledged by the Lenders, collectively, in their sole and absolute discretionAgent; (d) receipt the Agent shall have received an executed Joinder entered into by the Administrative Agent of all notices2016-2 Additional Term B-5 Lender, certificatesHoldings and the Borrowers, and other documentation provided acknowledged by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesAgent; (e) receipt the Agent shall have received an executed Joinder entered into by the Administrative Agent of a payoff letter from Silicon Valley Bank2016-2 Additional Term B-4 Lender, in form Holdings and substance satisfactory to each Lender in its sole the Borrowers, and absolute discretionacknowledged by the Agent; (f) receipt the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Administrative Agent Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a Secretary’s Certificaterecent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 5 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 5 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the Borrowersubsidiaries of Albertsons Companies, the Additional Delayed Draw Borrower LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, in substantially January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the form delivered on the Restatement Date, in each case attaching resolutions board of each such Person’s Board of Directors directors (or other managing equivalent governing body, in the case ) of other than a corporation) then in full force and effect such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the transactions contemplated herebyincumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (gh) receipt by the Administrative Agent shall have received a certificate of a copy an authorized officer of a good standing certificate for the Parent Borrower dated the Amendment No. 5 Effective Date certifying that (i) each of the Borrowerrepresentations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 5 (2016-2) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 5 (2016-2) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 5 (2016-2) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 5 (2016-2) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (h) above, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date hereofreasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, from except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the jurisdiction Agent are being tendered concurrently with the Amendment No. 5 Effective Date or other arrangements satisfactory to the Agent for the delivery of formation such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for each such Personthe Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 5 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 5 Effective Date; and (ho) receipt a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Guarantors, in form Term Loan Agreement and substance reasonably satisfactory to the Lenders in their sole discretionapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 4 Effective Date”) of each of that the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersLoan Party; (b) Agent shall have received a counterpart of this Amendment, executed and delivered by the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flowsAdditional Term B-4 Lender, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and Additional Term B-5 Lender, (iii) develop Additional Term B-6 Lender and ensure compliance with (iv) Consents from Lenders constituting the Weekly BudgetRequired Lenders, provided that the Additional Term B-4 Lender, the Additional Term B-5 Lender and the Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) receipt Agent shall have received an executed Joinder entered into by the Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretionAgent; (d) receipt Agent shall have received an executed Joinder entered into by the Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesAgent; (e) receipt Agent shall have received an executed Joinder entered into by the Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretionAgent; (f) receipt Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Administrative Agent Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a Secretary’s Certificaterecent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 4 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the Borrowersubsidiaries of Albertsons Companies, the Additional Delayed Draw Borrower LLC that are Subsidiary Guarantors, Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, in substantially January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC), December 21, 2015 and (dd) ASP Realty, LLC, January 28, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the form delivered on the Restatement Date, in each case attaching resolutions board of each such Person’s Board of Directors directors (or other managing equivalent governing body, in the case ) of other than a corporation) then in full force and effect such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the transactions contemplated herebyincumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (gh) receipt by Agent shall have received a certificate of an authorized officer of the Administrative Agent of a copy of a good standing certificate for Parent Borrower dated the Amendment No. 4 Effective Date certifying that (i) each of the Borrowerrepresentations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 4 Arrangers in immediately available funds, all fees owing to the Amendment No. 4 Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 4 Arrangers, (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 4 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), (c) to the Administrative Agent, for the account of each Term B-6 Lender, a closing fee of 0.25% of such Lender’s Term B-6 Loans, (d) to the Administrative Agent, for the account of each Replacement Term B-5 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-5 Loans and (e) to the Administrative Agent, for the account of each Replacement Term B-4 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-4 Loans; (i) Subject to subsection (h) above, the Additional Delayed Draw Borrower conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-6 Loans, and the Guarantorsborrowings thereunder, dated within 30 days on the Amendment No. 4 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (k) Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date hereofreasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, from except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the jurisdiction Agent are being tendered concurrently with the Amendment No. 4 Effective Date or other arrangements satisfactory to the Agent for the delivery of formation such termination statements and releases, satisfactions and discharges have been made; (m) Agent shall have received a Committed Loan Notice for each such Personthe Term Loans; (n) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 4 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 4 Effective Date; and (ho) receipt a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Guarantors, in form Term Loan Agreement and substance reasonably satisfactory to the Lenders in their sole discretionapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 1 Effective Date”) of each of on which the following conditions precedentare satisfied or waived: (a) receipt The Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of (or, in the case of the Lenders, a consent to) this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). Each Lender, by submitting a consent to the BorrowerPro Rata Extension Offer, dated April 16, 2020, has consented to this Amendment. (b) The Administrative Agent shall have received from the Borrower the Extension Fee referenced in Section 1(c) hereof. (c) The Administrative Agent shall have received a favorable written opinion of (i) P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties and (iii) C▇▇▇▇ & Co., US maritime counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to each Issuing Bank, the Additional Delayed Draw BorrowerAdministrative Agent, the GuarantorsCollateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Lenders Borrower and (ii) all reasonable fees, expenses and disbursements of a counterpart signature C▇▇▇▇▇, ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, subject to any fee cap set forth in the Engagement Letter, dated as of April 16, 2020, among the Company and the Administrative Agent. (i) On and as of the others Amendment No. 1 Effective Date, both immediately before and immediately after giving effect to this Amendment duly executed Amendment, the representations and delivered by each warranties of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, Borrower and each other Loan Party set forth in Section 2 hereof shall be true and correct in all material respects and (ii) the Administrative Agent and shall have received a certificate from a Responsible Officer of the Lenders;Borrower certifying as to the matters set forth in Section 2 hereof. (bf) The Administrative Agent shall have received a certificate of the hiring by Holdings Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a Chief Restructuring Officer acceptable to each Lender in recent date by the Secretary of State (or other similar official) of the jurisdiction of its sole and absolute discretion organization, or (2) otherwise certified by the “CRO”), reporting directly Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the special restructuring committee good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other equivalent governing body) of such Loan Party (or its managing body, in the case of other than a corporationgeneral partner or managing member) then in full force and effect authorizing the execution, delivery and performance of this the Loan Documents dated as of the Amendment and No. 1 Effective Date to which such person is a party and, in the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each case of the Borrower, the Additional Delayed Draw Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the GuarantorsAmendment No. 1 Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, dated within 30 days to the knowledge of such person, threatening the date hereofexistence of such Loan Party, from the jurisdiction of formation for each such Person; and (hvii) receipt by such other documents as the Administration Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of an opinion of counsel Exhibit C to the Borrower, Credit Agreement and signed by a Financial Officer of the Additional Delayed Draw Borrower confirming the solvency of the Borrower and the Guarantorsits Subsidiaries on a consolidated basis, in form and substance reasonably satisfactory each case, after giving effect to this Amendment on the Lenders in their sole discretion.Amendment No. 1

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon when and only when the satisfaction (or waiver in writing by each Lender) Administrative Agent shall have received executed counterparts of each of this Amendment from the Majority Lenders and the following conditions precedent:precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent and in such number of counterparts as may be requested by the Borrower, Agent: [FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT] (i) counterparts of the Additional Delayed Draw Borrower, Amendment Documents executed by the Guarantors, applicable Loan Parties sufficient in number for distribution to the Administrative Agent and the Lenders Borrower. (ii) a certificate on behalf of a counterpart signature each applicable Loan Party (other than Appalachia and Louisiana) certifying that none of the others to this Amendment duly executed and delivered by resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Lenders;Loan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop a certificate of each of Appalachia and ensure compliance Louisiana, dated the Effective Date, substantially in the form of Exhibit C to the Original Agreement, with appropriate insertions and attachments and evidencing, among other things, the Weekly Budget;power and authority of each such Person to assume the Obligations under the Credit Agreement as a borrower. (civ) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole an amended and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bankrestated Guarantee Agreement, in form and substance satisfactory to the Agent, executed and delivered by the Company, the Borrower and each Lender in its sole and absolute discretion;Subsidiary Guarantor. (fv) receipt replacement promissory notes of the Borrower evidencing the Revolving Loans of each Lender, substantially in the form of Exhibit H to the Original Agreement, with appropriate insertions as to date and principal amount. (vi) such other documents or certificates as the Agent shall reasonably request. (b) Any fees required to be paid to the Agent or any Lender on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent of a Secretary’s Certificate, with respect to the BorrowerAgent, the Additional Delayed Draw Borrower shall have paid all fees, charges and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion disbursements of counsel to the BorrowerAgent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Additional Delayed Draw closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.Agent). [FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT]

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:precedent (such date, the “Eleventh Amendment Effective Date”); provided that the Required Lenders (excluding (i) Total Revolving Credit Outstandings for the purposes of paragraph (a) of such definition and (ii) Required Lenders under paragraph (c) of such definition) shall not have objected to this Amendment within five (5) Business Days after the Administrative Agent has posted this Amendment to all Lenders. (a) receipt the Borrower Representative, each Revolving Credit Lender and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Administrative Agent; (b) the Administrative Agent and Collateral Agent shall have received the Collateral Documents and other documentation identified on Schedule A-1 hereto, in each case in form and substance reasonably acceptable to the Administrative Agent; (c) each of the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the BorrowerEleventh Amendment Effective Date; (d) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Eleventh Amendment Effective Date, no Default or Event of Default exists; (e) the Additional Delayed Draw BorrowerAdministrative Agent shall have received a certificate dated the Eleventh Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the Guarantorsconditions set forth in Sections 3(c) and 3(d) hereof; (f) the Administrative Agent and Collateral Agent shall have received, on behalf of itself and the Lenders on the Eleventh Amendment Effective Date, a customary written opinion of local counsel as specified in Schedule A-2 hereto, in each case (i) dated the Eleventh Amendment Effective Date, (ii) addressed to the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance reasonably satisfactory to each Lender the Administrative Agent covering such matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request; provided that counsel to the Administrative Agent shall provide such opinions to the extent customary in its sole and absolute discretionany applicable jurisdiction to be mutually agreed; (fg) receipt by the Administrative Agent shall have received (i) a certificate of each Loan Party that is required to deliver the Collateral Documents and other documentation identified on Schedule A-1 hereto pursuant to paragraph (a) above, dated the Eleventh Amendment Effective Date and executed by a Secretary’s CertificateResponsible Officer of such Loan Party, with respect which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, members or other governing body (to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporationextent applicable) then in full force and effect authorizing the execution, delivery and performance of this Amendment the Collateral Documents and other documentation to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the signatures of the Responsible Officer or authorized signatory of such Loan Party authorized to sign the Collateral Documents and other documentation to which it is a party and (C) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by- laws or operating, management, partnership or similar agreement (to the extent applicable) and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the state of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party), and (iii) in relation to each Loan Party incorporated or established in Italy, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of a resolution of the board of directors or of the shareholder’s meeting of such Loan Party (1) approving the terms of, and the transactions contemplated hereby; by, the the Collateral Documents and other documentation to which it is a party and resolving that it execute, deliver and perform the Collateral Documents and other documentation to which it is a party, (g2) receipt authorizing a specified person or persons to execute the the Collateral Documents and other documentation to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the the Collateral Documents and other documentation to which it is a party; and (4) authorizing the Borrower Representative to act as its agent in connection with the the Collateral Documents and other documentation to which it is a party, (C) a specimen of the signature of each person authorized by the Administrative Agent resolution referred to in the previous paragraph (B) in relation to the the Collateral Documents and other documentation to which it is a party, (D) an up-to-date electronic certified true and complete certificate of a copy of a good standing (certificato di iscrizione e vigenza), issued by the relevant Companies Register (Registro delle Imprese) no earlier than three Business Days prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to each relevant Loan Party incorporated or established in Italy, and (E) a certificate for of an authorized signatory of such Loan Party certifying that each of copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonEleventh Amendment Effective Date; and (h) receipt all fees and expenses agreed to by the Administration Agent of an opinion of counsel Borrowers or the Borrower Representative that are due and payable to the Borrower, the Additional Delayed Draw Borrower Administrative Agent and the GuarantorsCollateral Agent, in form and substance reasonably satisfactory for which invoices have been presented to the Lenders in their sole discretionParent at least three Business Days prior to the Eleventh Amendment Effective Date, on or before the Eleventh Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel).

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentreceipt by: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders Lender of a counterpart signature of the others to this Amendment duly executed and delivered by the Borrower and each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;other Credit Obligors, (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board amended and restated Note duly executed and delivered by an Authorized Officer of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Borrower, (c) receipt the Credit Obligors of a counterpart signature to this Amendment duly executed and delivered by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion;Lender, (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, Certificate with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantorseach U.S. Obligor, in substantially the form delivered on the Restatement Closing Date, duly executed and delivered by the signatories thereto and a verification certificate for each of Unilife Medical Solutions Pty Limited and Unitract Syringe Pty Ltd in substantially the form delivered on the Closing Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the amended and restated Note delivered in connection herewith to be executed by such Person and the transactions contemplated hereby;hereby and thereby, (ge) receipt by the Administrative Agent of Lender from each U.S. Obligor, a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantorscertificate, dated within 30 days of a date reasonably close to the date hereof, hereof from the its jurisdiction of formation formation, for each such Person; and, (hf) receipt by the Administration Agent Lender of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, other Credit Obligors in form and substance reasonably satisfactory to the Lenders Lender, and (g) the Lender or its counsel of reimbursement for all fees and out-of-pocket expenses incurred by the Lender in their sole discretionconnection with this Amendment and all other like expenses remaining unpaid as of the date hereof.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 1 Effective Date”) of each of on which the following conditions precedentare satisfied, or waived by the Administrative Agent in its sole discretion: (a) receipt by The Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). (b) The Administrative Agent shall have received from the BorrowerBorrower the Extension Fee set forth in Section 2.12(c) of Annex I attached hereto. (c) The Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Administrative Agent, the Additional Delayed Draw BorrowerCollateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Guarantors, Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the BorrowerBorrower (including, without limitation, the Additional Delayed Draw Borrowerfees set forth in the Engagement Letter, dated as of April 29, 2020, between the GuarantorsBorrower and Bank of America, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion N.A. (the “CROAmendment Engagement Letter”)), reporting directly and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the special restructuring committee extent invoiced at least one (1) Business Day prior to the date hereof, subject to any fee cap set forth in the Amendment Engagement Letter. (e) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other equivalent governing body) of such Loan Party (or its managing body, in the case of other than a corporationgeneral partner or managing member) then in full force and effect authorizing the execution, delivery and performance of this the Loan Documents dated as of the Amendment and No. 1 Effective Date to which such person is a party and, in the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each case of the Borrower, the Additional Delayed Draw Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the GuarantorsAmendment No. 1 Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, dated within 30 days to the knowledge of such person, threatening the date hereofexistence of such Loan Party, from the jurisdiction of formation for each such Person; and (hvii) receipt by such other documents as the Administration Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of an opinion of counsel Exhibit C to the Borrower, Credit Agreement and signed by a Financial Officer of the Additional Delayed Draw Borrower confirming the solvency of the Borrower and the Guarantorsits Subsidiaries on a consolidated basis, in form and substance reasonably satisfactory each case, after giving effect to this Amendment on the Lenders in their sole discretion.Amendment No. 1

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon is subject to the satisfaction (or waiver in writing by each Lender) of each of all the following conditions precedent:precedent (the first date on which such conditions have been satisfied being referred to herein as the “Sixth Amendment Effective Date”): (a) receipt by The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the Borrowersignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Additional Delayed Draw Borrower, the Guarantors, signature of the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment (iii) duly executed and delivered by each completed counterparts hereof that bear the signature of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and all of the Lenders; (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the hiring by Holdings form of a Chief Restructuring Officer acceptable to Annex I hereto from an authorized officer of each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetLoan Party; (c) receipt by The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart of the fee letter, to be dated as of the Sixth Amendment Effective Date (the “Sixth Amendment Fee Letter”), between the Administrative Agent and the Borrower, that bears the signature of the Closing Budget in Borrower and (ii) a form acceptable to duly executed and completed counterpart of the Lenders, collectively, in their sole and absolute discretionSixth Amendment Fee Letter that bears the signature of the Administrative Agent; (d) receipt by the Administrative Agent shall have received a perfection certificate (the “Perfection Certificate”), in form substantially consistent with the perfection certificate delivered in connection with the Closing Date, dated as of all noticesthe Sixth Amendment Effective Date or as of a recent date (as required under the Fifth Amendment and Limited Waiver to Credit Agreement, certificatesdated as of September 2, and other documentation provided by 2022 (the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates“Fifth Amendment”)); (e) receipt by the Borrower shall have provided to the Administrative Agent Lien searches from the Secretary of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to State (or comparable state authority) of the jurisdictions of organization of each Lender in its sole and absolute discretionof the Loan Parties; (f) receipt by Upon and after giving effect to this Amendment, (i) all of the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower representations and the Guarantors, warranties set forth in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, Section 4 below and in the case Amended Credit Agreement will be true and correct, and (ii) and no Default or Event of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyDefault shall exist; (g) receipt The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement NAI-1533756051v20 and (ii) on behalf of itself, its Affiliates and each Lender for the account of each Lender that duly executes this Amendment on or prior to 9:00 a.m. New York time on November 21, 2022 (or such later date and time as notified by the Borrower in writing to the Lenders through the Administrative Agent of Agent), a copy of a good standing certificate for each fee equal to 1.00% of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days aggregate outstanding principal amount of the date hereof, from Revolving Commitments and Term Loans held by such Lender on the jurisdiction of formation for each such PersonSixth Amendment Effective Date; and (h) receipt The Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Sixth Amendment Effective Date by the Administration Administrative Agent of an opinion of counsel to required by regulatory authorities under applicable Anti-Money Laundering Laws, including the Borrower, the Additional Delayed Draw Borrower USA PATRIOT Act and the Guarantors, in form other “know your customer” rules and substance reasonably satisfactory to the Lenders in their sole discretionregulations.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above (the “Amendment No. 1 Effective Date”) upon the satisfaction (or waiver in writing by each Lenderthe Agent and Required Purchasers) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to, and the satisfaction of, the Agent and each Purchaser: (a) Agent shall have received a fully executed copy of this Amendment executed by each of the Credit Parties, each of the Purchasers (constituting Required Purchasers), and the Agent; (b) Receipt by Agent of executed copies of (i) the Heads of Agreement regarding governance matters among Issuer, FF Global Partners LLC and FF Top Holding LLC and (ii) the Mutual Release among FF Global Partners LLC, the FFGP Controlled Affiliates party thereto, the Executive Committee Members party thereto, FF Top Holding LLC, Issuer, the FFIE Controlled Affiliates party thereto, Property Solutions Acquisitions Corp., and the Directors party thereto (in each case, as defined therein); (c) Agent shall have received a fully executed copies of support letters from FF Top Holding LLC and Season Smart Limited consenting to the Lenders Shareholder Approval on the terms and conditions set forth in their sole discretionsuch support letters; (d) Receipt of all customary resolutions or written consents of the Credit Parties’ appropriate governing body approving and authorizing this Amendment; (e) [reserved]; (f) After giving effect to this Amendment, subject to the Bridge Waivers, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment; and (g) Subject to the Bridge Waivers, the representations and warranties contained in the Amended Securities Purchase Agreement and the other Financing Documents are true and correct in all material respects (without duplication of any materiality qualifier) as of the date hereof, both before and after giving effect to the transactions contemplated by the Amended Securities Purchase Agreement and the other Financing Documents.

Conditions to Effectiveness of Amendment. This Amendment shall ---------------------------------------- become effective upon (the satisfaction (or waiver in writing by each Lenderactual date of such effectiveness, the "Eighth Amendment Effective Date") of each as of the following conditions precedentdate first above written when: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this This Amendment shall have been duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;parties hereto. (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole The Acknowledgment and absolute discretion (the “CRO”), reporting directly to the special restructuring committee Consent dated as of the board date hereof by the Company and Pameco Investment Company, Inc. shall have been duly executed and delivered by each of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;parties thereto. (c) receipt by the Administrative The Agent shall have received a certificate of the Closing Budget in a form acceptable Secretary or an Assistant Secretary of each Loan Party, dated as of the Eighth Amendment Effective Date, and certifying (i) as to the Lendersdue authorization, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment, the Acknowledgment and Consent attached hereto and related matters, and (ii) as to the incumbency and specimen signature of such Loan Party's officers executing this Amendment and all other documents required or necessary to be delivered hereunder or in connection herewith. Such certificate shall state that the transactions contemplated hereby;resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (d) The Agent shall have received true and complete copies of the certificate of incorporation and by-laws of each Loan Party, certified as of the Eighth Amendment Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party. (e) The Agent shall have received an opinion of the Company's counsel with respect to corporate existence, due authorization, execution and delivery, enforceability and no conflict with law in form and substance satisfactory to the Agent. (f) The Agent, for the benefit of the Tranche C Term Loan Lenders, shall have received an upfront fee of $100,000. (g) receipt by The Agent shall have received copies, attached to a certificate from the Administrative Agent of a copy of a good standing certificate for each Secretary or Assistant Secretary of the BorrowerCompany, certifying as true and correct (i) the Additional Delayed Draw Borrower loan agreement entered into between Quilvest and the Guarantors, dated within 30 days of Company (the date hereof, from "Quilvest Loan Agreement") which shall contain provisions which grant to Quilvest a security interest in the jurisdiction of formation for each such Person; and Collateral (hother than the Seller Collateral (as defined in the Receivables Purchase Agreement)) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, otherwise be in form and substance reasonably satisfactory acceptable to the Lenders Agent and Lenders, (ii) any UCC financing statements to be executed by the Company in their sole discretionfavor of Quilvest, (iii) the Subordination Agreement and (iv) any and all other documents or certificates executed in connection with the Quilvest Loan Agreement, together with evidence that the loan made by Quilvest pursuant to the Quilvest Loan Agreement in an amount not less than $7,500,000 has funded (the "Quilvest Loan"). (i) The Agent shall have received, for the account of each Tranche C Term Loan Lender, the Tranche C Term Loan Notes in the form of Exhibit B to this --------- Amendment, executed and delivered by a duly authorized officer of the Company.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 3 Effective Date”) of on which each of the following conditions precedentare satisfied or waived by each applicable party: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart shall have received executed signature of the others pages to this Amendment duly executed and delivered by each of from the BorrowerLenders, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Borrower and the Lenderseach other Loan Party; (b) The representations and warranties of each Loan Party set forth in the hiring by Holdings Loan Documents are true and correct in all material respects on and as of a Chief Restructuring Officer acceptable to each Lender in its sole Amendment Effective Date with the same effect as though such representations and absolute discretion (warranties had been made on and as of the “CRO”)Amendment Effective Date, reporting directly provided that, to the special restructuring committee extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetsuch earlier date; (c) receipt by At the Administrative Agent time of the Closing Budget in a form acceptable and immediately after giving effect to the Lendersthis Amendment, collectively, in their sole no Default has occurred and absolute discretionis continuing; (d) receipt The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication) including the reasonable fees, charges and disbursements of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant legal counsel to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Administrative Agent incurred in connection with this Amendment; and (e) receipt by The Borrower shall have paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m. (New York City time) on February 22, 2016, amendment fees in the amount equal to 0.15% of a payoff letter from Silicon Valley Bankthe sum, without duplication, of such Lender’s outstanding Revolving Loans and Revolving Commitments, (ii) for the account of each Lender, all fees accrued under the Credit Agreement in form respect of the Terminated Commitments and substance satisfactory (ii) for the account of Royal Bank of Canada (or its applicable affiliates), such other fees as shall have been agreed with Royal Bank of Canada in writing prior to each Lender in its sole and absolute discretion;the date hereof. (f) receipt by The Borrower shall have prepaid the Administrative Agent of a Secretary’s Certificate, with respect outstanding Loans and/or Cash Collateralized the outstanding L/C Obligations to the Borrower, extent the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered Total Revolving Outstanding on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionNo. 3 Effective Date exceeds $20,000,000.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon is subject to the satisfaction (or waiver waiver) of the following conditions precedent (the date on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or electronic images in writing a portable document format (e.g., “.pdf” or “.tif”) (followed promptly by originals) unless otherwise specified: (i) counterparts to this Amendment executed by the Borrowers, the Guarantors, each of the Increasing Lenders, Lenders comprising Required Lenders, and the Administrative Agent; (ii) such Revolving Credit Notes and/or Incremental Term Notes as may be requested by any of the Increasing Lenders; (iii) appropriate Requests for Credit Extension with respect to the Incremental Term Loan, and if applicable, any Revolving Credit Loans; (iv) a favorable opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties, this Amendment and the other Loan Documents as the Administrative Agent may reasonably request; (v) a favorable opinion of local counsel to the Loan Parties in England, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties, this Amendment and the other Loan Documents as the Administrative Agent may reasonably request; (vi) an officer’s certificate of each Loan Party, dated the Amendment Effective Date, certifying as to the organizational documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party and the good standing, existence or its equivalent of each Loan Party and attaching an incumbency certificate for each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party (including specimen signatures); (vii) such other assurances, certificates, documents, filings, information, consents or opinions as the Administrative Agent, the L/C Issuer, the Swingline Lender or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made prior to the Amendment Effective Date, the Loan Parties shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, and any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have provided, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. (c) The Loan Parties shall have paid (i) to the Administrative Agent, for the account of each of the following conditions precedent: Increasing Lenders who enter into commitments to provide a portion of the Additional Credit Facilities prior to the Amendment Effective Date (a) receipt by the Borrowerincluding, if applicable, Bank of America), the Additional Delayed Draw Borrower, fees due and payable under the Guarantors, Fee Letter dated as of the date hereof between the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed Domestic Borrower; and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash reasonable fees, charges and disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the BorrowerAdministrative Agent (directly to such counsel if requested by the Administrative Agent) prior to or on the Amendment Effective Date (or on such other date as may be agreed by such counsel). Without limiting the generality of the provisions of Section 11.01 of the Credit Agreement, for purposes of determining compliance with the Additional Delayed Draw Borrower and the Guarantorsconditions specified in this Section 6, in form and substance reasonably each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders in their sole discretionAdministrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the BorrowerAdministrative Agent, (iii) from the Additional Delayed Draw BorrowerRequired Lenders and (iv) from the Borrowers and each Guarantor, the Guarantors, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent and the Lenders (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersAmendment; (b) The Borrowers shall have paid to all Existing Term Loan Lenders on the hiring Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Agents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 1 Effective Date; and (g) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 1 Effective Date, substantially in the form of a Chief Restructuring Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer acceptable to each Lender (or in its sole the case of Holdings any Director or authorized agent of Holdings) and absolute discretion the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the “CRO”case of Holdings any Director or authorized agent of Holdings), reporting directly as applicable, and attaching the documents referred to in the special restructuring committee following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower Holdings and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors Borrowers (or other managing body, in the case of other than a corporationduly authorized committee thereof) then in full force and effect authorizing (I) the execution, delivery delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the transactions contemplated hereby; Borrowers and (gz) receipt by signature and incumbency certificates (or other comparable documents evidencing the Administrative Agent of a copy of a good standing certificate for each same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Additional Delayed Draw Borrower Amendment No. 1 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Guarantors, dated within 30 days Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionCredit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 7 Effective Date”) of each of that the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each Loan Party (as defined in the Existing Term Loan Agreement); (b) the Agent shall have received (i) Consents from Lenders constituting Replacement 2018 Term B-7 Lenders and/or (ii) executed Joinders, each entered into by an Additional 2018 Term B-7 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (c) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the BorrowerParent Borrower and its subsidiaries) (i) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Additional Delayed Draw BorrowerLoan Parties and (ii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the GuarantorsLoan Parties, in each case addressed to the Administrative Agent and the Lenders; (bd) the hiring by Holdings Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a Chief Restructuring Officer acceptable to each Lender in recent date by the Secretary of State of the state of its sole organization, and absolute discretion (the “CRO”), reporting directly a certificate as to the special restructuring committee good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 7 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 7 Effective Date or, if applicable, that no modifications have been made to such documents since June 27, 2017, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing equivalent governing body, in the case ) of other than a corporation) then in full force and effect such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 7 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 7 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), (i) to the Amendment No. 7 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 7 Arrangers in connection with arranging Term Loans (as defined in the Existing Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 7 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 7 Arrangers and the Agent in connection with this Amendment and the transactions contemplated herebyhereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (g) receipt subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2018 Term B-7 Loans; (h) the Agent shall have received a solvency certificate signed by the Administrative Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a copy date reasonably satisfactory to the Agent) indicating the absence of a good standing certificate for each Liens (as defined in the Existing Term Loan Agreement) on the assets of the BorrowerLoan Parties, except for Permitted Liens (as defined in the Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 7 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2018 Term B-7 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 7 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the Additional Delayed Draw PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (l) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and at least five (5) Business Days prior to the Amendment No. 7 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of each such Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and the Guarantorseach Loan Party relating thereto, dated within 30 days and (ii) evidence of flood insurance as required by Section 9.4 of the date hereof, from Existing Term Loan Agreement and the jurisdiction applicable provisions of formation for each such Personthe Collateral Documents (as defined in the Existing Term Loan Agreement); and (hn) receipt by the Administration Agent Paydown shall have been consummated prior to or substantially concurrently with the effectiveness of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionthis Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver such date, if any, the “Third Amendment Effective Date”) on which each of the conditions set forth below has been satisfied: The Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, the Guarantor Subsidiaries, the Term A-2 Loan Lenders and Consenting Lenders constituting the Required Lenders. Delivery of counterparts of Term Loan Notes in writing by favor of each Lender) of Term A-2 Loan Lender that has requested a Term Loan Note. The Administrative Agent shall have received each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders Agent: a certificate of a counterpart signature an officer of the others to this Amendment Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly executed and delivered adopted by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing governing body, in ) of each Credit Party authorizing and approving the case of other than a corporation) then in full force transactions contemplated hereunder and effect authorizing the execution, delivery and performance of this Amendment; a fully executed and delivered Funding Notice with respect to the Term A-2 Loans to be borrowed on the Third Amendment Effective Date; and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion opinions of counsel to the Credit Agreement addressed to the Administrative Agent and the Lenders with respect to the Credit Agreement and the Term A-2 Loans and this Amendment. No Default or Event of Default shall exist on such Third Amendment Effective Date immediately prior to or after giving effect to (i) this Amendment and (ii) the making of the Term A-2 Loans on such date. The representations and warranties in the Credit Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of the Term A-2 Loans, on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date. The Administrative Agent and the Term A-2 Loan Lenders will have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations including the PATRIOT Act at least three (3) Business Days prior to the Third Amendment Effective Date. The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it. All fees due and payable pursuant to the engagement letter dated as of June 23, 2022 (the “Engagement Letter”), between the Borrower, the Additional Delayed Draw Borrower ▇▇▇▇▇ Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. and the GuarantorsFee Letter (as defined in the Engagement Letter), in form each case, will have been paid (or will be paid substantially concurrently with the funding of the Term A-2 Loans). All costs and substance reasonably satisfactory expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC will have been paid to the Lenders extent then due; provided that an invoice of such expenses will have been presented no less than two (2) Business Days prior to the Third Amendment Effective Date (or otherwise approved by the Borrower in their sole discretiona funds flow or settlement statement for this Amendment).

Conditions to Effectiveness of Amendment. This Amendment The Amendments contained in Section 3 of this Agreement and the extension of the Revolving Facility Commitments to Extended Maturity Revolving Facility Commitments contained in Section 4 shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment Effective Date”) of each of on which the following conditions precedentare satisfied or waived: (a) receipt The Consent Deadline shall have occurred. (b) The Borrower shall have paid, to the account of each Extending Lender (other than a Defaulting Lender) as of the Amendment Effective Date, a fee equal to 25 basis points on the aggregate amount of Revolving Facility Commitments held by such Extending Lender on the Amendment Effective Date that are converted to Extended Maturity Revolving Facility Commitments hereunder. (c) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced at least three Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the BorrowerLoan Parties in connection with this Agreement on or prior to the Amendment Effective Date. (d) The Administrative Agent shall have received, on behalf of itself and the Additional Delayed Draw BorrowerRevolving Facility Lenders, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel to the GuarantorsLoan Parties, (A) dated the date of the Amendment Effective Date, (B) addressed to the Administrative Agent and the Revolving Facility Lenders of a counterpart signature of at the others Amendment Effective Date and (C) in form and substance reasonably satisfactory to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable covering such matters relating to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by this Agreement as the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;shall reasonably request. (e) receipt The Revolving Facility Lenders shall have received a solvency certificate substantially in the form of Exhibit C to the Credit Agreement and signed by a Financial Officer of the Administrative Agent Borrower confirming the solvency of Borrower and its Subsidiaries on a payoff letter from Silicon Valley Bank, in form and substance satisfactory consolidated basis after giving effect to each Lender in its sole and absolute discretion;the transactions contemplated by this Agreement. (f) receipt The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the date of the Amendment Effective Date: (i) either (x) attaching a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Administrative Agent Secretary of State (or other similar official) of the jurisdiction of its organization or (y) certifying there have been no changes to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent documents of such Loan Party since the Closing Date or the date such Loan Party became a Subsidiary Guarantor, as applicable, (ii) attaching a “bring-down” certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a Secretary’s Certificaterecent date from such Secretary State (or similar official), (iii) either (x) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, with respect limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect at the Amendment Effective Date and at all times since a date prior to the Borrowerdate of the resolutions described in clause (iv) below or (y) certifying that there have been no changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party since the Additional Delayed Draw Borrower Closing Date or the date such Loan Party became a Subsidiary Guarantor, as applicable, (iv) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other equivalent governing body) of such Loan Party (or its managing body, in the case of other than a corporationgeneral partner or managing member) then in full force and effect authorizing the execution, delivery and performance of the Loan Documents executed in connection with this Agreement to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect at the Amendment and the transactions contemplated hereby;Effective Date, (gv) receipt by either (x) certifying as to the Administrative Agent incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Agreement on behalf of such Loan Party or (y) certifying there have been no changes to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Agreement on behalf of such Loan Party since the Closing Date or the date such Loan Party became a copy Subsidiary Guarantor, as applicable, and (vi) certifying as to the absence of a good standing certificate any pending proceeding for each the dissolution or liquidation of such Loan Party or, to the Borrowerknowledge of such person, threatening the Additional Delayed Draw Borrower and existence of such Loan Party. Notwithstanding anything to the Guarantorscontrary herein, dated within 30 days of in the event that the Amendment Effective Date does not occur on or before the date that is 10 Business Days after the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionthen this Agreement shall automatically terminate without further action or notice.

Conditions to Effectiveness of Amendment. This Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall only become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following additional conditions precedent: (a) receipt by Congress shall have received an executed original or executed original counterparts (as the Borrowercase may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) the Additional Delayed Draw Borrower, LPC Fourth Restated Note; (ii) certified resolutions of the Guarantors, Board of Directors of LPC duly authorizing the Administrative Agent execution and delivery of this Amendment and the Lenders of a counterpart signature of instruments and transactions hereunder; and (iii) an Amendment between LCI and Congress with respect to the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent LCI Financing Agreements and the Lenders;documents and instruments required thereunder and the satisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LCI Amendment"). (b) Arrangements satisfactory to Congress shall be made by LPC and LCI such that the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee proceeds of the board March 1997 Additional LPC Term Loan shall be used as required herein and such that the proceeds of directors of Holdingsthe March 1997 Additional LCI Term Loan (as defined in the March 1997 LCI Amendment) shall be used as required therein, to and that, contemporaneously therewith: (i) oversee CIT shall release all aspects of daily its liens and weekly cash flowssecurity interests in the assets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, including both receivables and payables management as amended; (ii) be granted sole approval rights over all cash disbursements CIT and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley BankCongress shall enter into an agreement, in form and substance satisfactory to each Lender Congress, terminating or amending the Subordination Agreement dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the release referred to in its sole and absolute discretion;clause (i) of this paragraph 12(b); and (fiii) receipt by LPC shall have delivered to Congress a payoff letter from Chase, setting forth the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each amount of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days Rochester IRB Balance as of the date hereof, from and shall have authorized Congress to disburse a portion of the jurisdiction of formation for each such PersonMarch 1997 Additional LPC Term Loan directly to Chase in payment thereof. (c) All representations and warranties contained herein, in the Accounts Agreement and in the other Financing Agreements shall be true and correct in all material respects; and (hd) receipt by the Administration Agent No Event of Default shall have occurred and no event shall have occurred or condition be existing which, with notice or passage of time or both, would constitute an opinion Event of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionDefault.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each Existing Tranche B-3 Term Loan Lender with a Tranche B-4 Term Loan Commitment and from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, (ii) from the BorrowerAdministrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Fifth Amendment Effective Date, simultaneously with the making of Tranche B-4 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Additional Delayed Draw BorrowerFifth Amendment Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Borrowers. The Borrowers, the Guarantorsother Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment Effective Date, and (ii) the Administrative Agent and the Lenders Fifth Amendment Agreement Arrangers as applicable, all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of a counterpart signature ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Fifth Amendment Agreement Arrangers) of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersFifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment Effective Date; (be) At the hiring time of and immediately after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing. (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Fifth Amendment Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Fifth Amendment Effective Date, substantially in the form of a Chief Restructuring Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer acceptable to each Lender (or in its sole the case of Holdings any Director or authorized agent of Holdings) and absolute discretion the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the “CRO”case of Holdings any Director or authorized agent of Holdings), reporting directly as applicable, and attaching the documents referred to in the special restructuring committee following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower Holdings and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors Borrowers (or other managing body, in the case of other than a corporationduly authorized committee thereof) then in full force and effect authorizing (I) the execution, delivery delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the transactions contemplated herebyBorrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Fifth Amendment Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (gi) receipt Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Fifth Amendment Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent of a copy of a about the Credit Parties to the extent the Administrative Agent and Holdings in good standing certificate for faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each of the Borrower, if it qualifies as a “legal entity customer” under the Additional Delayed Draw Borrower and the GuarantorsBeneficial Ownership Regulation, dated within 30 days of the date hereof, from the jurisdiction of formation for each a Beneficial Ownership Certification in relation to such PersonBorrower; and (hj) receipt by The Administrative Agent shall have received a certificate from the Administration Agent Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of an opinion of counsel Holdings or the Borrowers to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory effect that after giving effect to the Lenders in their sole discretionFifth Amendment Agreement, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-4 Term Loans.

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective upon is subject to the prior satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 6 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) receipt the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, shall be unimpaired by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; Amendment; (b) the hiring by Holdings Guarantor has no defenses, set offs, counterclaims, discounts or charges of a Chief Restructuring Officer acceptable to each Lender in any kind against the Bank, its sole and absolute discretion (the “CRO”)officers, reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1employees, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, agents or attorneys with respect to the BorrowerGuaranty; and (c) all of the terms, the Additional Delayed Draw Borrower conditions and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, covenants in the case of other than a corporation) then Guaranty remain unaltered and in full force and effect authorizing and are hereby ratified and confirmed and apply to the executionObligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (if applicable), shall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and performance of this Amendment agrees that the methods for delivering Communications, including notices, under the Guaranty and the transactions contemplated hereby; (g) receipt other Loan Documents include electronic transmittal to any electronic address provided by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel any party to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory other party from time to the Lenders in their sole discretiontime.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon (the satisfaction (or waiver in writing by each Lender“Effective Date”) of each of the following conditions precedentwhen and only when: (a) receipt by the Administrative Agent shall have received executed counterparts of this Amendment from the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Guarantor and the Lenders; (b) the hiring by Holdings Borrower shall have paid to the Administrative Agent, for the account of a Chief Restructuring Officer acceptable to each Lender a fee in its sole and absolute discretion (the “CRO”)amount equal to 0.30% times the positive remainder, reporting directly to the special restructuring committee if any, of the board of directors of Holdings, to (i) oversee all aspects such Lender’s Revolving Loan Commitment Percentage of daily the Borrowing Base after giving effect to the provisions of Sections 2.1 and weekly cash flows2.2 of this Amendment, including both receivables and payables management minus (ii) such Lender’s Revolving Loan Commitment Percentage of the Borrowing Base immediately prior to giving effect to the provisions of Sections 2.1 and 2.2 of this Amendment (or if a Lender was not party to the Original Agreement prior to the effectiveness of this Amendment, zero), which fee shall be granted sole approval rights over all cash disbursements due and (iii) develop and ensure compliance with payable on the Weekly Budgetdate hereof; (c) receipt the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects (or in all respects if such representation or warranty is by the Administrative Agent its terms already qualified as to materiality) on and as of the Closing Budget in a form acceptable Effective Date, except to the Lenders, collectively, extent that any such representation or warranty relates to a specific date in their sole which case such representation or warranty shall be true and absolute discretioncorrect as of such earlier date; (d) receipt by the Administrative Agent shall have received a certificate of all noticesthe secretary, certificatesassistant secretary or other Responsible Officer of Borrower certifying as of the Effective Date (i) that there have been no changes to the Organizational Documents of Borrower since the Closing Date, (ii) the resolutions of Borrower approving this Amendment, and other documentation provided documents executed in connection with this Amendment and the related transactions (which certification may, if applicable, be by the Borrower or any of its Affiliates, or any of its or their officers or directors, reference to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agingspreviously adopted resolutions), and inventory (iii) the signature and incumbency certificates of the officers of Borrower (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (e) receipt by the Administrative Agent shall have received a certificate of a payoff letter from Silicon Valley Bankthe secretary, assistant secretary or other Responsible Officer of each Guarantor certifying as of the Effective Date (i) that there have been no changes to the Organizational Documents of such Guarantor since the Closing Date, (ii) the resolutions of such Guarantor approving this Amendment, and other documents executed in form connection with this Amendment and substance satisfactory the related transactions (which certification may, if applicable, be by reference to each Lender in its sole previously adopted resolutions), and absolute discretion(iii) the signature and incumbency certificates of the officers of such Guarantor (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (f) receipt by as of the Administrative Agent Effective Date and immediately after, no Default or Event of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower Default shall have occurred and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby;be continuing; and (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower shall have received all documents and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration instruments that Administrative Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantorshas then reasonably requested, in form addition to those described in this Section 3.1 (all such additional documents and substance instruments shall be reasonably satisfactory to the Lenders Administrative Agent in their sole discretionform, substance and date).

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2 shall become effective upon and the satisfaction provisions set forth in Section 2 shall become operative on the date (or waiver in writing by each Lenderthe “Amendment No. 3 Effective Date”) of on which each of the following conditions precedentare satisfied or waived by each applicable party: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart Agents shall have received executed signature of the others pages to this Amendment duly executed and delivered by each of from the BorrowerRequired Lenders, Holdings, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Borrowers and the Lenderseach other Credit Party; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee The representations and warranties set forth herein shall true and correct in all aspects of daily material respects except that any representation and weekly cash flowswarranty that is qualified or subject to a “material adverse effect”, including both receivables “material adverse change” or similar term or qualification is true and payables management correct in all respects) and (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetcontinuing; (c) receipt by the The Administrative Agent Agents shall have received executed copies of each of the Closing Budget in a form acceptable Sponsor Secured Note Documents (except those to the Lendersbe delivered post-closing), collectively, in their sole and absolute discretion; (d) receipt executed by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Dateparty thereto and, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantorscase, in form and substance reasonably satisfactory to the Lenders Administrative Agents and the Borrower shall have received, or shall receive substantially contemporaneously with the occurrence of the Amendment No. 3 Effective Date, $27,500,000 of gross cash proceeds (less fees and expenses) in their sole discretionrespect of the Sponsor Secured Note; (d) The Administrative Agents shall have received, each in form and substance satisfactory to the Administrative Agents, (i) the Revolving Loan Intercreditor Agreement and (ii) a joinder to the Intercreditor Agreement (the “Intercreditor Joinder”) with respect to the addition of the Sponsor Secured Note and the obligations of the Borrowers thereunder, and each such agreement shall have become effective concurrently with or prior to the effectiveness of this Amendment; (e) The Borrowers shall have paid the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before 5:00 p.m. New York time, February 18, 2016, a consent fee (the “Consent Fee”) in an amount equal to 0.125% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the Borrowers shall have no obligation to pay the Consent Fee if the Amendment No. 3 Effective Date does not occur); and (f) The Borrower shall have paid the reasonable and documented out-of-pocket costs and expenses of the Administrative Agents in connection with this Amendment or for which invoices have been presented at least two Business Days prior to the Amendment No. 3 Effective Date (including the reasonable and documented fees, disbursements and other charges of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as counsel to the US Administrative Agent and Goodmans LLP as counsel to the Canadian Administrative Agent).

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Second Amendment Effective Date”) of each of on which the following conditions precedenthave been satisfied or waived: (a) receipt by The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the Borrowersignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Additional Delayed Draw Borrower, the Guarantors, signature of the Administrative Agent and the Lenders of (iii) a counterpart signature of the others to this Amendment duly executed and delivered by completed counterpart hereof that bears the signature of each of the Borrower, Lenders party hereto (comprising the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Required Lenders) and the Lenderseach Incremental Revolving Lender; (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the hiring by Holdings form of a Chief Restructuring Officer acceptable to Annex I hereto from an authorized officer of each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetLoan Party; (c) receipt by the The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Second Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Closing Budget in Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of March 31, 2020, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the Second Amendment Effective Date and, if such Lender is a form acceptable to Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the LendersCredit Agreement, collectively, in their sole whether or not any such amounts are then due and absolute discretionpayable; (d) receipt by the The Administrative Agent shall have received a certificate of all noticeseach Loan Party, certificates, and other documentation provided by dated as of the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley BankSecond Amendment Effective Date, in form and substance satisfactory reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Lender in its sole and absolute discretion; (f) receipt Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the Administrative Agent applicable Governmental Authority, (ii) signature and incumbency certificates of a Secretary’s Certificatethe Responsible Officers of each Loan Party executing this Amendment, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching (iii) resolutions of each such Person’s the Board of Directors (or other managing body, in the case and/or similar governing bodies of other than a corporation) then in full force each Loan Party approving and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; Loan Documents to which it is a party, in each case, certified as of the Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (giv) receipt by the Administrative Agent of a copy of a good standing certificate for (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (e) The Administrative Agent shall have received a certificate of the Borrowerchief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (f) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Additional Delayed Draw Borrower Lenders and the GuarantorsIssuing Banks and dated the Second Amendment Effective Date) of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of New York counsel to the BorrowerLoan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Georgia counsel to the Additional Delayed Draw Borrower and the GuarantorsLoan Parties, in each case, in form and substance reasonably satisfactory to the Lenders Administrative Agent; (g) The Administrative Agent shall have received at least two (2) Business Days prior to the Second Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in their sole discretionwriting at least five (5) Business Days prior to the Second Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (i) Section 2.20(a)(A) shall be satisfied with respect to the Incremental Revolving Commitment, (ii) the Borrower shall be in compliance on a Pro Forma Basis (both before and after giving effect to the Incremental Revolving Commitment and any actual drawings thereunder on the Second Amendment Effective Date) with the Financial Performance Covenant as of the last day of the most recently ended Test Period (with any proceeds of the Incremental Revolving Commitment and any Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio) and (iii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with clause (ii) above.

Conditions to Effectiveness of Amendment. This Amendment The amendment of the Existing Credit Agreement set forth herein shall become effective upon as of the satisfaction (or waiver in writing by each Lender) of first date on which each of the following conditions precedent:to effectiveness have been satisfied or have been waived in accordance with Section 10.01 of the Existing Credit Agreement (the “Amendment Effective Date”): (a) receipt The Administrative Agent shall have received a counterpart of this Amendment Agreement, executed and delivered by a duly authorized officer of each of the Borrowers and by the Borrower, Required Lenders. (b) The Administrative Agent shall have received (i) for the Additional Delayed Draw Borrower, the Guarantors, account of each Lender that provides to the Administrative Agent its executed signature page to this Amendment by 5:00 p.m. (Eastern time) on April 29, 2020, a consent fee in an amount equal to $10,000 for each such consenting Lender, and (ii) payment of all expenses required to be reimbursed by the Borrowers under or in connection with this Amendment Agreement, including those expenses set forth in Section 5 hereof. (c) The representations and warranties made or deemed to be made in Section 3 hereof shall be true and correct. (i) Upon the reasonable request of any Lender made at least five days prior to the Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three days prior to the Amendment Effective Date and (ii) at least three days prior to the Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests at least five days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to such Borrower (it being understood that, upon the execution and delivery by any Lender of its signature page to this Amendment, the condition set forth in this clause (d) shall be deemed to be satisfied as to such Lender). The Administrative Agent shall notify the Borrowers and the Lenders of a counterpart signature of the others to this Amendment duly executed Effective Date and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent such notice shall be conclusive and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionbinding.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Effective Date”) of on which each of the following conditions precedenthas been satisfied: (a) receipt by the BorrowerAgent shall have received counterparts of this Amendment that, when taken together, bear the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature signatures of the others to this Amendment duly executed Credit Parties and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and all the Lenders; (b) the hiring Agent shall have received payment for any and all fees owing in connection with this Amendment, including the amendment fee in the aggregate amount of $165,000 for all such Lenders, which amendment fee shall be divided on a pro rata basis among such Lenders by Holdings of a Chief Restructuring Officer acceptable to Agent based on each Lender in its sole and absolute discretion Lender’s Commitment Percentage (the “CRO”), reporting directly after giving effect to the special restructuring committee amendments set forth in this Amendment, including the increase of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Total Commitment). (c) receipt by to the Administrative Agent of the Closing Budget in a form acceptable to extent invoiced, the Lenders, collectivelythe Agent and the Book-Runner shall have received payment or reimbursement of their out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Lenders, in their sole the Agent or the Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and absolute discretiondisbursements of counsel for the Agent; (d) receipt the Borrowers shall have delivered to the Agent such certificates of authorized officers of the Borrowers and the Guarantors, certificates of Governmental Authorities, certified copies of the certificates of incorporation, formation, bylaws and operating agreements, as applicable, of the Borrowers and the Guarantors (or certified confirmation that no amendments, modifications or revisions have been to those previously certifies and delivered to the Agent, as applicable), certified copies of resolutions of the directors, managers or members, as applicable of the Borrowers and the Guarantors and such other documents, instruments and agreements as the Agent shall require to evidence the valid corporate existence and authority to conduct business of the Borrowers and the Guarantors and the due authorization, execution and delivery of this Amendment any other documents related to this Amendment and any other legal maters relating to the Borrowers, the Guarantors, any Subsidiary or the other Loan Documents by the Administrative Agent of Borrowers and/or the Guarantors, all notices, certificates, in a form and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant substance reasonable satisfactory to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable Agent and accounts payable agings, and inventory certificatesits counsel; (e) receipt by the Administrative Borrowers shall have delivered to the Agent a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers and the Guarantors dated as of the Effective Date, addressed to the Agent and the Lenders and covering such matters in connection with the foregoing as the Agent or the Lenders may reasonably request, in a payoff letter from Silicon Valley Bankform and substance reasonable satisfactory to the Agent and its counsel; (f) the Borrowers shall have delivered to the Agent new duly completed and executed Revolving Credit Notes dated as the Effective Date for each Lender who has increased its Commitment pursuant to this Amendment, and in each case payable to the order of such Lender; (g) the Borrowers shall have delivered to the Agent security documents and other legal documentation related to the pledge of 65% of the issued and outstanding equity interests of ▇▇▇▇▇ and the Pledged Inter-Company Loans and each Pledged Inter-Company Note, each of which shall be in form and substance satisfactory to each Lender in the Agent and its sole and absolute discretioncounsel; (fh) receipt the Agent shall have received and be satisfied with asset appraisals (inventory, equipment and the Timberland Properties) of certain assets to be specified by the Administrative Agent of a Secretary’s Certificate, with respect from appraisers satisfactory to the BorrowerAgent; provided, that, such appraisers shall be engaged directly by the Additional Delayed Draw Borrower Agent and the Guarantorsshall have no direct or indirect interest, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (financial or other managing bodyotherwise, in the case of other than a corporation) then in full force and effect authorizing Property or the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Persontransaction; and (hi) receipt by the Administration Agent of an opinion of counsel Borrowers shall have delivered to the BorrowerAgent such other documents, instruments and agreements as the Additional Delayed Draw Borrower and Agent may reasonably request in connection with the Guarantorspurposes of this Amendment, all in form and substance reasonably satisfactory to the Lenders in their sole discretionAgent and its counsel.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:precedent (such date, the “Eighth Amendment Effective Date”): (ai) receipt by the BorrowerBorrowers, each other Loan Party and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Additional Delayed Draw BorrowerBorrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; b. the Administrative Agent shall have received the Collateral Documents and other documentation identified on Schedule A-1 hereto, in each case in form and substance reasonably acceptable to the Administrative Agent; c. each of the representations and warranties contained in Section 6 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Eighth Amendment Effective Date; d. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Eighth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists; e. the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Eighth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative (i) confirming compliance with the conditions set forth in Sections 5(c) and 5(d) hereof, and (ii) certifying that the Incremental Revolving Commitments incurred hereunder are permitted to be incurred pursuant to clause (z) of Section 2.14(a) of the Existing Credit Agreement and setting forth the information and computations (in sufficient detail) required in order to establish pro forma compliance with the requirements of such clause ; f. the Administrative Agent shall have received a solvency certificate dated as of the Eighth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; g. the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Eighth Amendment Effective Date); a. no later than three days in advance of the Eighth Amendment Effective Date, the GuarantorsAdministrative Agent shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the Eighth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; b. the Administrative Agent shall have received a certificate dated as of the Eighth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; c. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Eighth Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party and (ii) local counsel as specified in Schedule A-2 hereto, in each case (A) dated the Eighth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arranger and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders of a counterpart signature of the others Amendment Arranger covering such matters relating to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, other Loan Documents as the Administrative Agent and or the LendersAmendment Arranger shall reasonably request; provided that counsel to the Administrative Agent shall provide such opinions to the extent customary in any applicable jurisdiction to be mutually agreed; (b) d. the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to Administrative Agent shall have received (i) oversee all aspects a certificate of daily each Loan Party a party to this Amendment, dated the Eighth Amendment Effective Date and weekly cash flowsexecuted by a Responsible Officer of such Loan Party, including both receivables which shall (A) certify that attached thereto is a true and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent complete copy of the Closing Budget in a form acceptable resolutions or written consents of its board of directors, members or other governing body (to the Lenders, collectively, in their sole and absolute discretion; (dextent applicable) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions other Loan Documents to which it is a party and, in the case of each Borrower, the Borrowings contemplated hereby; , and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (gB) receipt identify by name and title and bear the signatures of the Responsible Officer or authorized signatory of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party and (C) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each Loan Party certified by the Administrative Agent relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the state of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party), (iii) in relation to each Loan Party incorporated or established in Germany, (A) an up-to-date (aktuell) certified commercial register extract (beglaubigter Handelsregisterauszug), articles of association (Satzung) of each such Loan Party, copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (if applicable), (B) a copy of resolutions signed by all the holders of the issued shares of each such Loan Party and, if applicable, a copy of a good standing certificate for each resolution of the Borrowersupervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such Loan Party, approving the Additional Delayed Draw Borrower terms of, and the Guarantorstransactions contemplated by this Amendment and the other Loan Documents, (C) a specimen of the signature of each person authorized to execute this Amendment, any other Loan Document and other documents and notices to be signed and/or dispatched by each such Loan Party under or in connection with this Amendment and/or the other Loan Documents to which each such Loan Party is a party and (D) a certificate of an authorized signatory of each such Loan Party certifying that each copy document relating to it specified in (A) to (C) above is correct, complete and in full force and effect as at a date no earlier than the Eighth Amendment Effective Date, (iv) in relation to the Luxembourg Loan Party, (A) an up-to-date electronic certified true and complete excerpt of the Luxembourg Companies Register dated within 30 days no earlier than one Business Day prior to the Amendment Effective Date, and (B) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Luxembourg Companies Register no earlier than one Business Day prior to the Eighth Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Amendment Effective Date certifying that, as of the date hereofof the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to European Insolvency Regulation) and (v) in relation to each Loan Party incorporated or established in Italy, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of a resolution of the board of directors of such Loan Party (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (4) authorizing the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic certified true and complete certificate of good standing (certificato di iscrizione e vigenza), issued by the relevant Companies Register (Registro delle Imprese) no earlier than three Business Days prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to each relevant Loan Party incorporated or established in Italy, and (E) a certificate of an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Eighth Amendment Effective Date and (vi) in relation to each Loan Party incorporated or established in Poland, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of the shareholder's resolution of such Loan Party (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (4) authorizing the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic print-out from the jurisdiction commercial register (informacja odpowiadająca odpisowi aktualnemu z rejestru przedsiębiorców KRS) no earlier than one Business Day prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to the relevant Loan Party, and (E) a certificate of formation an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Eighth Amendment Effective Date; a. the Amendment Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Amendment Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Eighth Amendment Effective Date, on or before the Eighth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; b. the Administrative Agent shall have received: a. all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three Business Days prior to the Eighth Amendment Effective Date, on or before the Eighth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; b. for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Eighth Amendment Effective Date on the outstanding Revolving Loans of such PersonExisting Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in respect of such Revolving Loans and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Existing Credit Agreement); c. for distribution to each Exchanging Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special consent fee in an amount equal to 0.45% multiplied by the principal amount of the Revolving Credit Commitments held by such Exchanging Revolving Lender immediately prior to giving effect to the transactions contemplated by this Amendment; a. for distribution to each Increasing Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special new money fee in an amount equal to 0.75% multiplied by (a) the principal amount of the Incremental Revolving Commitments held by such Increasing Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment minus (b) the principal amount of the Revolving Credit Commitments held by such Increasing Revolving Lender immediately prior to giving effect to the transactions contemplated by this Amendment; and b. for distribution to each Additional Revolving Lender that shall have delivered (hby facsimile or otherwise) receipt an executed signature page to a Revolving Credit Facility Joinder, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special new money fee in an amount equal to 0.75% multiplied by the Administration Agent principal amount of an opinion of counsel the Incremental Revolving Commitments held by such Additional Revolving Lender immediately after giving effect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretiontransactions contemplated by this Amendment.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment shall become effective upon be subject to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders Lender shall have received an executed original or executed original counterparts of a counterpart signature of the others to this Amendment (as the case may be), duly authorized, executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lendersrespective party or parties hereto; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bankshall have received, in form and substance satisfactory to each Lender, evidence that the QMP Purchase Agreements and the OMPC-NC Merger Agreements have been duly authorized, executed and delivered by and to the appropriate parties thereto, that the transactions contemplated under the terms and conditions of the QMP Purchase Agreements have been consummated prior to or contemporaneously with the execution of this Amendment; (c) Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by BBT of its sole financing arrangements with ORC, as assumed by ORC pursuant to the QMP Purchase Agreements, and absolute discretionthe termination and release by BBT of any interest in and to any assets and properties of QMP constituting any of the QMP Purchased Assets, and of any interest in the assets and properties of ORC, duly authorized, executed and delivered by BBT, including, but not limited to, (i) UCC-3 Termination Statements for all UCC Financing Statements previously filed by it, as secured party, and QMP, as debtor, and (ii) satisfactions and discharges of any mortgages, deeds or trusts or deeds to secured debt by QMP in favor of it covering any of the Real Property located in Chatham County, North Carolina, in form acceptable for recording in the appropriate governmental office located in Chatham County, North Carolina; (d) Lender shall have received evidence, in form and substance satisfactory to Lender, that the OMPC-NC Merger will be consummated by the close of business on the date hereof. (e) Lender shall have received, in form and substance satisfactory to Lender, the Second Amended and Restated ORC Term Note, duly authorized, executed and delivered by ORC; (f) receipt Lender shall have received, in form and substance satisfactory to Lender, each duly authorized, executed and delivered (i) a Deed of Trust and Security Agreement by ORC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, for the Administrative Agent benefit of Lender with respect to the Real Property and related assets of ORC acquired from QMP located in Chatham County, North Carolina, (ii) a Secretary’s CertificateMortgage Modification Agreement with respect to the Mortgage and Security Agreement, dated February 2, 1996, by ORC in favor of Lender for filing in Tippecanoe County, Indiana, and (iii) a Mortgage Modification Agreement with respect to the Amended and Restated Mortgage and Security Agreement, dated February 2, 1996, by ORC in favor of Lender for filing in Madison County, New York and Oswego County, New York; (g) Lender shall have received an environmental Phase I and Phase II site report with respect to ORC's Real Property to be acquired from QMP and located in Chatham County, North Carolina, conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, confirming (i) that the past and present operation, use and condition of such Real Property has been in compliance with all material applicable Environmental Laws and (ii) the absence of any material environmental problems; (h) Lender shall have received, in form and substance satisfactory to Lender, a valid and effective title insurance policy and/or updating endorsements issued by a company and agent acceptable to Lender (i) insuring the priority, amount and sufficiency of the Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its interests; (i) Lender shall have received, in form and substance, satisfactory to Lender, originals of the following, each duly authorized, executed and delivered: (i) a Supplemental Limited Guarantee by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the Obligations of ORC; (ii) the Reunion Limited Guarantee; (iii) the Reunion Indemnity Agreement; and (iv) the Reunion/ORC Letter; and (v) a Subordinated Promissory Note, dated of even date herewith, by ORC payable to Reunion in the original principal amount of $2,000,000 evidencing the indebtedness consisting of the Reunion November 1996 Subordinated Loan. (j) Lender shall have received, in form and substance satisfactory to Lender, (i) a letter agreement from Reunion in favor of Lender acknowledging that each of the Reunion November 1996 Subordinated Loan and the Reunion February 1997 Subordinated Loan (when and if made) shall be subordinated in right of payment to the right of Lender to receive the prior indefeasible payment in full of all of the Obligations pursuant to the Subordination Agreement, dated February 2, 1996, between Lender and Reunion, as acknowledged by Borrowers, duly authorized, executed and delivered by Reunion and Borrowers and (ii) a letter agreement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Lender acknowledging that the indebtedness consisting of the Supplemental Credit Support Fee Agreement, dated of even date herewith, between ORC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be subordinated in right of payment to the right of Lender to receive the prior indefensible payment in full of all of the Obligations pursuant to the Subordination Agreement, dated February 2, 1996, between Lender and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as acknowledged by ORC, duly authorized, executed and delivered by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ORC; (k) Lender shall have received, in form and substance satisfactory to Lender, (i) a favorable opinion of counsel for ORC addressed to Lender with respect to the transactions contemplated by this Amendment, the QMP Purchase Agreements and the OMPC-NC Merger Agreements, (ii) a favorable opinion of special North Carolina counsel for ORC addressed to Lender with respect to the transactions contemplated by this Amendment, the QMP Purchase Agreements and the OMPC-NC Merger Agreements, and (iii) a favorable opinion of counsel for QMP and ▇▇▇▇ addressed to ORC, upon which Lender is expressly permitted to rely, with respect to the Borrowertransactions contemplated by the QMP Purchase Agreements; (l) Lender shall have received, in form and substance satisfactory to Lender, (i) a Collateral Assignment of Acquisition Agreements by ORC in favor of Lender, duly authorized, executed and delivered by ORC providing for the Additional Delayed Draw Borrower assignment of all of ORC's rights and remedies and claims for damages or other relief under the QMP Purchase Agreements and granting Lender such other rights with respect thereto, as Lender may require, and (ii) the agreement of QMP, ▇▇▇▇ and the GuarantorsEscrow Agent (as defined in the Purchase Agreements) consenting to the Collateral Assignment of Acquisition Agreements by ORC to Lender duly authorized, executed and delivered by QMP, ▇▇▇▇ and the Escrow Agent; (m) Lender shall have received, in substantially form and substance satisfactory to Lender, evidence that Lender has valid, perfected and first priority security interests in and liens upon the form delivered on the Restatement DateQMP Purchased Assets; (n) Lender shall have received, in each case attaching resolutions form and substance satisfactory to Lender, updates or amendments to the insurance certificates previously issued by the insurance agent and/or insurance company in favor of each such Person’s Board Lender certifying to Lender that the QMP Purchased Assets, including the Real Property located in Chatham County, North Carolina, are covered by ORC's existing insurance policies and loss payable and additional insured endorsements in favor of Directors Lender; (or other managing bodyo) Lender shall have received, in form and substance satisfactory to Lender, UCC-3 Termination Statement by Sunbeam with respect to UCC-1 Financing Statements previously filed against QMP and new UCC-1 Financing Statements between ORC, as debtor, and Sunbeam, as secured party, filed with the case North Carolina Secretary of State and the Recorder of Deeds of Chatham County, North Carolina; (p) Lender shall have received evidence that ORC has qualified to do business as a foreign corporation in the State of North Carolina; (q) Lender shall have received evidence that QMP has filed an amendment to its Certificate of Incorporation changing its name to a name bearing no resemblance to Quality Molded Products, Inc.; (r) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other than a corporation) then agreements from third persons which Lender may deem necessary or desirable in full force order to permit, protect and effect authorizing perfect its security interests and liens upon the execution, delivery and performance Collateral or to affect the provisions or purposes of this Amendment and the transactions contemplated herebyother Financing Agreements; (gs) receipt no material adverse change shall have occurred in the QMP Purchased Assets or the business of QMP conducted with the QMP Purchased Assets by QMP since the Administrative Agent date of a copy of a good standing certificate for each Lender's latest field examination of the Borrower, the Additional Delayed Draw Borrower QMP Purchased Assets. (t) all requisite corporate action and proceedings in connection with this Amendment and the Guarantorsdocuments and instruments to be delivered hereunder shall be in form and substance satisfactory to Lender, dated within 30 days and Lender shall have received all information and copies of the date hereofall documents, from the jurisdiction including, without limitation, records of formation for each requisite corporate action and proceedings which Lender may have reasonably requested in connection therewith, such Person; anddocuments where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (hu) receipt by the Administration Agent no Event of Default shall exist or have occurred and no event or condition shall have occurred or exist which with notice or passage of time or both would constitute an opinion Event of counsel to the Borrower, the Additional Delayed Draw Borrower and the GuarantorsDefault; (v) Lender shall have received, in form and substance reasonably satisfactory to Lender, an agreement from ▇▇▇▇▇ Limited and Gain Technologies providing for, among other things, the Lenders rights of ORC and Lender with respect to intellectual property licensed to ORC by Gain Technologies and/or ▇▇▇▇▇ Limited and Collateral consisting of or affected by such rights; and (w) Lender shall have received, in their sole discretionform and substance satisfactory to Lender, evidence of the payment by ORC of the QMP Purchase Price (subject to adjustment as provided in the QMP Purchase Agreements) in consideration of the purchase by ORC of the QMP Purchase Assets pursuant to the QMP Purchase Agreements and the payment by ORC of an amount not to exceed $240,000 in payment of the broker's fee payable to First Commercial Group upon closing of the acquisition contemplated by the QMP Purchase Agreements, in each case as in effect on the date hereof.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt by The Administrative Agent shall have received (i) from each Lender with a Tranche B-1 Exchange Commitment and from each Post-Closing Option Lender, (ii) from the BorrowerAdministrative Agent and (iii) from the Borrower and each Subsidiary Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment (or a Consent). (b) The Administrative Agent shall have received from each Additional Tranche B-1 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-1 Commitments and Tranche B-1 Exchange Commitments shall equal the aggregate principal amount of Tranche B Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, a payment equal to 1% of the aggregate principal amount of Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Lender becomes a Tranche B-1 Lender. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making of Tranche B-1 Loans under the Term Loan Agreement, all accrued and unpaid interest on their Tranche B Loans to, but not including, the Additional Delayed Draw Borrower, the Guarantors, Amendment No. 1 Effective Date. (e) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of a counterpart signature of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the GuarantorsCredit Parties, in form and substance reasonably satisfactory to the Lenders Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid to (i) the Co-Lead Arrangers the fees in their sole discretionthe amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) payable pursuant to Section 9.05 of the Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 1 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent shall have received (1) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 1 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date, (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; provided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have not been amended, modified or otherwise changed since the Funding Date. (i) To the extent required and requested in writing by any Additional Tranche B-1 Lender at least three Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The Administrative Agent shall have received a certificate signed by a Authorized Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This The Agent’s willingness to agree to the amendments set forth in this Amendment shall become effective upon is subject to the prior satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: 1. Execution by all applicable parties and delivery to the Agent of this Amendment (including the attached Consent). 2. Reimbursement by the Borrower to the Agent of the fees and expenses of the Agent and the Agent's outside counsel in connection with this Amendment. 3. All representations and warranties contained in the Loan Documents are true and correct in all material respects on the date hereof (except for any representation or warranty which expressly relates to an earlier date, in which case such representation and warranty was true and correct as of such earlier date). 4. Immediately after giving effect to this Amendment, no default or Event of Default shall have occurred and be continuing under the Loan Agreement or any of the other Loan Documents. Each of the undersigned guarantors (jointly and severally if more than one, the “Guarantors”) consent to the provisions of the foregoing Amendment, any and all documents executed in connection therewith, and all prior amendments (if any) and confirms and agrees that (a) receipt the Guarantors’ obligations under the Guaranty shall be unimpaired by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; Amendment; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee as of the board date hereof, the Guarantors have no defenses, set offs, counterclaims, discounts or charges of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with any kind against the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to and/or the Lenders, collectivelytheir respective officers, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1employees, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, agents or attorneys with respect to the BorrowerGuaranty; (c) except as expressly modified by the foregoing Amendment, all of the Additional Delayed Draw Borrower terms, conditions and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, covenants in the case of other than a corporation) then Guaranty remain unaltered and in full force and effect authorizing and are hereby ratified and confirmed and apply to the executionObligations, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt as modified by the Administrative Amendment; and (d) the Guarantors are bound by the terms and provisions of paragraph 5 of the Amendment. The Guarantors certify that all representations and warranties made in the Guaranty are true and correct in all material respects (except for any representation or warranty which expressly relates to an earlier date, in which case such representation and warranty was true and correct as of such earlier date). By signing below, the Guarantors agree that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Agent’s option, be in the form of an electronic record. Any Communication may, at the Agent’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a copy of a good standing certificate manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for each of transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the Borrowermethods for delivering Communications, including notices, under the Additional Delayed Draw Borrower Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the other party from time to time. The Guarantors hereby confirm that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantors, dated within 30 days shall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantors’ existing and future Obligations to the Lenders, as modified by this Amendment. [signatures appear on following page] WITNESS the due execution of this Consent as of the date hereofof the Amendment, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel intending to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionbe legally bound hereby.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:precedent (such date, the “Thirteenth Amendment Effective Date”): (a) receipt by (i) the BorrowerBorrowers, the Additional Delayed Draw Borrower, the Guarantors, each other Loan Party and the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly shall have executed and delivered by counterparts of this Amendment to the Administrative Agent, (ii) each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the LendersAdministrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board representations and warranties contained in Section 6 of directors this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetThirteenth Amendment Effective Date; (c) receipt by at the Administrative Agent time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date (including the incurrence of the Closing Budget in a form acceptable to the LendersIncremental Revolving Facility), collectively, in their sole and absolute discretionno Default or Event of Default exists; (d) receipt by the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to Representative and confirming compliance with the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable conditions set forth in Sections 5(b) and accounts payable agings, and inventory certificates5(c) hereof; (e) receipt by the Administrative Agent shall have received a solvency certificate dated as of the Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a payoff letter from Silicon Valley Bank, in form and substance satisfactory Financial Officer of the Parent certifying as to each Lender in its sole and absolute discretionthe matters set forth therein; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect shall have received each Revolving Credit Note (to the Borrower, extent requested at least three Business Days prior to the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Thirteenth Amendment Effective Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby); (g) receipt by no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent of a copy of a good standing certificate for each shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the BorrowerThirteenth Amendment Effective Date, which documentation or other information 16 Orion - Thirteenth Amendment to the Additional Delayed Draw Borrower Credit Agreement is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; andUSA PATRIOT Act; (h) receipt by the Administration Administrative Agent shall have received a certificate dated as of an the Thirteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; (i) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the BorrowerAdministrative Agent, the Additional Delayed Draw Borrower Amendment Arranger and the Guarantors, Lenders and (C) in form and substance reasonably satisfactory to the Lenders Administrative Agent and the Amendment Arranger covering such matters relating to this Amendment; (j) the Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (k) the Administrative Agent shall have received: (i) all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (ii) for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Thirteenth Amendment Effective Date on the outstanding Revolving Loans of such Existing Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in their sole discretionrespect of such Revolving Loans and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Existing Credit Agreement); (iii) for distribution to each Incremental Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Mandated Lead Arranger; (iii) 0.50% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Conditions to Effectiveness of Amendment. This Amendment shall become effective (the “Third Amendment Effective Date”) upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of in a counterpart signature of the others manner reasonably satisfactory to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders: (a) The Administrative Agent shall have received executed counterparts of the following documents and instruments or such other items as are described below, as the case may be: (i) this Amendment, duly executed and delivered by the Initial Borrower, Holdings, the Administrative Agent and each of the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements a Consent and Reaffirmation, in the form attached hereto as Annex C, duly executed and delivered by the Initial Borrower, Holdings and each other Credit Party; (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bankfee agreement, in form and substance satisfactory acceptable to the Administrative Agent, duly executed and delivered by the Initial Borrower, Holdings, each Lender in its sole other Credit Party and absolute discretionthe Affiliate of the Administrative Agent party thereto (the “Amendment Fee Letter”); (fiv) receipt a Notice of Borrowing in respect of the Third Amendment Term Loans; (v) if requested by the Administrative Agent Lender with the Third Amendment TL Commitment, a Third Amendment Term Note evidencing the Third Amendment Term Loans advanced on the Third Amendment Effective Date; (vi) the Holdings Assumption Agreement, duly executed and delivered by the parties signatory thereto; (vii) the Benchmark Subordination Agreement, duly executed and delivered by the parties signatory thereto; (viii) a solvency certificate from the chief executive officer or chief financial officer of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, Holdings in substantially the form delivered on of Exhibit 2.1(c) to the Restatement Credit Agreement; and (ix) a certificate of a Responsible Officer of Crosslayer, Inc., a newly organized subsidiary of Holdings (“Crosslayer”), and each Credit Party (other than the Designated Subsidiaries) dated the Third Amendment Effective Date, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of Crosslayer and each Credit Party (in each case attaching resolutions so-called “long-form” if available), as of each such Person’s Board a recent date, from the Secretary of Directors State of the state of its organization (or other managing bodyapplicable Governmental Authority to the extent available), in (2) a true and complete copy of each Organization Document of Crosslayer and each Credit Party certified as of a recent date by the case Secretary of other than State of the state of its organization (or, if any such Organizational Document of a corporationCredit Party has not been amended, restated, supplemented, or otherwise modified since the Closing Date, certifying the absence of any amendments, restatements, supplements, or modifications to such Organizational Documents of such Credit Party), (3) then in full force a true and effect complete copy of resolutions duly adopted by the board of directors or similar governing body of Crosslayer and each Credit Party authorizing the execution, delivery and performance of this Amendment and each other document or instrument required to be delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (4) a true and complete copy of the Benchmark Purchase Agreement and each other document or instruments to be executed and delivered in connection with the consummation of the Benchmark Acquisition, and (B) as to the incumbency and specimen signature of each officer executing this Amendment or any other document or instrument delivered in connection herewith on behalf of Crosslayer or any Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (ix)). (b) Evidence reasonably satisfactory to the Administrative Agent that, in accordance with the Benchmark Purchase Agreement, the Benchmark Acquisition has been consummated (or will be consummated concurrently) with the funding of the Third Amendment Term Loans. (c) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby), the Benchmark Acquisition or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby;. (gd) receipt The Administrative Agent and the Lenders shall have received all documentation and other information requested by the Administrative Agent or any Lender and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act. (e) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent. It shall be a condition subsequent to the Third Amendment Effective Date that each of the following conditions subsequent are satisfied (and the failure to satisfy such conditions subsequent shall constitute an immediate Event of Default): (a) the Administrative Agent shall have received (unless extended by the Administrative Agent in the exercise of its sole discretion): (i) no later than April 21, 2017: (A) amended and restated Schedules 3.18, 3.19, 3.25, 5.1, 5.4, 5.5, and 5.9 to the Existing Credit Agreement (giving pro forma effect to the Benchmark Acquisition), each of which shall be acceptable to the Administrative Agent and the Lenders; (B) a Perfection Certificate, duly executed and delivered by (A) Benchmark, (B) Crosslayer, and (C) each Credit Party; (C) the Benchmark Assumption Agreement, duly executed and delivered by the parties signatory thereto; (D) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Benchmark, each other Credit Party thereto and the Administrative Agent; (E) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Crosslayer, each other Credit Party thereto and the Administrative Agent; (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Benchmark acquired with the proceeds of the Third Amendment Term Loans, (2) all certificates evidencing the Stock of Benchmark acquired in the Benchmark Acquisition, accompanied by instruments of transfer or stock powers undated and endorsed in blank, and (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to perfect the Liens created, or purported to be created, by Benchmark pursuant to the Collateral Documents; (G) a certificate of a Responsible Officer of Benchmark, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing certificate for each of the BorrowerBenchmark (in so-called “long-form” if available), the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days as of the date hereofa recent date, from the Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of Benchmark certified as of a recent date by the Secretary of State of the state of its organization, and (3) a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of Benchmark authorizing the execution, delivery and performance of the Benchmark Assumption Agreement, the Credit Agreement (as supplemented thereby) and each other document or instrument required to be delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (B) as to the incumbency and specimen signature of each officer executing the Benchmark Assumption Agreement or any other document or instrument delivered in connection herewith or therewith on behalf of Benchmark (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (F)); (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Crosslayer, (2) all certificates evidencing the Stock of Crosslayer, accompanied by instruments of transfer or stock powers undated and endorsed in blank, (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be necessary or appropriate, in the reasonable opinion of formation the Administrative Agent, to perfect the Liens created, or purported to be created, by Crosslayer pursuant to the Collateral Documents, and (4) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Benchmark, Crosslayer or any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of Benchmark, Crosslayer or any Credit Party is located and the state and county jurisdictions in which Benchmark, Crosslayer or any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (ii) no later than April 28, 2017: (A) for each the benefit of the Lender with the Third Amendment TL Commitment, the Administrative Agent shall have received a number of shares of common Stock of Holdings representing an aggregate of 10.0% (determined on a fully diluted basis after giving effect to the consummation of the Benchmark Acquisition and all Stock and Stock Equivalents (or securities convertible into or exchangeable for Stock and\or Stock Equivalents) issued in connection therewith) of the outstanding Stock and Stock Equivalents of Holdings, accompanied by supporting evidence (in form and substance reasonably acceptable to the Administrative Agent) that the issuance of such Personshares have been duly authorized and issued in accordance with the Organizational Documents of Holdings and all Requirements of Law; and (hB) receipt by the Administration Administrative Agent shall have received (for the benefit of an the applicable Persons described therein) all Stock contemplated to be issued pursuant to the Conditional Termination of Redemption Rights Agreement dated on or about the Third Amendment Effective Date among Holdings and the Lenders party thereto; (iii) no later than April [●], 2017: (A) a legal opinion of from K&L Gates LLP, designated transactional counsel to the Borrower, the Additional Delayed Draw Borrower Benchmark and the GuarantorsCredit Parties, and from such other counsel as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Lenders Administrative Agent; (B) updated certificates evidencing the record ownership of Holdings of all of the issued and outstanding Stock of Benchmark, accompanied by instruments of transfer or stock powers undated and endorsed in their sole discretionblank; (C) customary insurance certificates and endorsements thereto in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties (including Benchmark and Crosslayer) forming part of the Collateral; and (iv) no later than May [●], 2017: (A) the Administrative Agent shall have received Control Agreements in respect of all Deposit Accounts of Benchmark and (to the extent not otherwise in effect on the Third Amendment Effective Date) each Credit Party; and (B) the Administrative Agent shall have received such other documents and instruments as the Administrative Agent may reasonably request to evidence (or further evidence) that the Administrative Agent has a perfected, first priority Lien in all Collateral, subject only to Permitted Liens.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Effective Date”) of on which each of the following conditions precedenthas been satisfied: (a) receipt by the BorrowerAgent shall have received counterparts of this Amendment that, when taken together, bear the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature signatures of the others to this Amendment duly executed Credit Parties and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and all the Lenders; (b) the hiring by Holdings Agent shall have received payment of a Chief Restructuring Officer acceptable any and all fees owing in connection with this Amendment, including an amendment fee payable to each Lender in its sole and absolute discretion the amount of 15 basis points (0.15%) on the “CRO”), reporting directly to the special restructuring committee amount of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetsuch Lender’s Commitment; (c) receipt by to the Administrative Agent of the Closing Budget in a form acceptable to extent invoiced, the Lenders, collectivelythe Agent and the Book-Runner shall have received payment or reimbursement of their out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Lenders, in their sole the Agent or the Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and absolute discretiondisbursements of counsel for the Agent; (d) receipt the Borrowers shall have delivered to the Agent such certificates of authorized officers of the Borrowers and the Guarantors, certificates of Governmental Authorities, certified copies of the certificates of incorporation, or formation, bylaws and operating agreements, as applicable, of the Borrowers and the Guarantors (or certified confirmation that no amendments, modifications or revisions have been to those previously certified and delivered to the Agent, as applicable), certified copies of resolutions of the directors, managers or members, as applicable of the Borrowers and the Guarantors and such other documents, instruments and agreements as the Agent shall require to evidence the valid corporate existence and authority to conduct business of the Borrowers and the Guarantors and the due authorization, execution and delivery of this Amendment any other documents related to this Amendment, and any other legal matters relating to the Borrowers, the Guarantors, any Subsidiary or the other Loan Documents by the Administrative Agent of Borrowers and/or the Guarantors, all notices, certificates, in a form and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant substance reasonable satisfactory to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable Agent and accounts payable agings, and inventory certificatesits counsel; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect Borrowers shall have delivered to the BorrowerAgent favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Additional Delayed Draw Borrower Borrowers and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of general counsel to the BorrowerParent, each dated as of the Additional Delayed Draw Borrower Effective Date, addressed to the Agent and the GuarantorsLenders and covering such matters in connection with the foregoing as the Agent or the Lenders may reasonably request, in a form and substance reasonably satisfactory to the Lenders in their sole discretionAgent and its counsel; and (f) the Borrowers shall have delivered to the Agent the definitive documents relating to the Pictou Disposition, the terms of which will be reasonably satisfactory to the Agent and its counsel.

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2 shall become effective upon and the satisfaction provisions set forth in Section 2 shall become operative on the date (or waiver in writing by each Lenderthe “Amendment No. 2 Effective Date”) of on which each of the following conditions precedentare satisfied or waived by each applicable party: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart Agents shall have received executed signature of the others pages to this Amendment duly executed and delivered by each of from the BorrowerRequired Lenders, Holdings, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Borrowers and the Lenderseach other Credit Party; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee The representations and warranties set forth herein shall true and correct in all aspects of daily material respects except that any representation and weekly cash flowswarranty that is qualified or subject to a “material adverse effect”, including both receivables “material adverse change” or similar term or qualification is true and payables management correct in all respects) and (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetcontinuing; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable The Borrowers shall have paid to the LendersUS Administrative Agent, collectivelyfor the account of each Lender that consents to this Amendment and provides its signature page hereto on or before December 4, 2015, a consent fee (the “Consent Fee”) in their sole and absolute discretion;an amount equal 0.05% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the Borrowers shall have no obligation to pay the Consent Fee if the Amendment No. 2 Effective Date does not occur); and (d) receipt by The Borrower shall have paid the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent of all noticesAgents in connection with this Amendment or for which invoices have been presented at least two Business Days prior to the Amendment No. 2 Effective Date (including the reasonable and documented fees, certificates, disbursements and other documentation provided by the Borrower or any charges of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionUS Administrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt by The Administrative Agent shall have received (i) from each Lender with a Tranche B-3 Exchange Commitment and from each Tranche B-3 Post-Closing Option Lender, (ii) from the BorrowerAdministrative Agent and (iii) from the Borrower and each Subsidiary Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Tranche B-3 Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment (or a Tranche B-3 Consent). (b) The Administrative Agent shall have received from each Additional Tranche B-3 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-3 Commitments and Tranche B-3 Exchange Commitments shall equal the aggregate principal amount of Tranche B-1 Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making of Tranche B-3 Loans under the Term Loan Agreement, all accrued and unpaid interest on their Tranche B-1 Loans to, but not including, the Additional Delayed Draw Borrower, the Guarantors, Amendment No. 2 Effective Date. (d) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of a counterpart signature of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the GuarantorsCredit Parties, in form and substance reasonably satisfactory to the Lenders Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Borrower shall have paid to (i) the Co-Lead Arrangers the fees in their sole discretionthe amounts previously agreed in writing to be received on the Amendment No. 2 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) payable pursuant to Section 9.05 of the Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date. (f) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing. (g) The Administrative Agent shall have received (1) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; provided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have not been amended, modified or otherwise changed since the Tranche B-2 Incremental Effective Date. (h) To the extent required and requested in writing by any Additional Tranche B-3 Lender at least three Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Administrative Agent shall have received a certificate signed by a Authorized Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon is subject to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: 2.1 The Agent’s receipt of the following executed documents, each in form and substance reasonably satisfactory to the Agent: (a) The Agent’s receipt of this Amendment, duly executed by the BorrowerAgent, the Additional Delayed Draw BorrowerLenders, the Guarantors, the Administrative Agent Issuing Bank and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersBorrowers; (b) The Notes, duly executed by the hiring Borrowers, as requested by Holdings of a Chief Restructuring Officer acceptable to each Lender the Lenders in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance connection with the Weekly Budgetthis Amendment; (c) receipt A supplement to Grant of Security Interest in United States Trademarks, duly executed by the Administrative Agent of Borrower Representative and the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretionCollateral Agent; (d) receipt The Post-Closing Letter, duly executed by the Administrative Agent of all notices, certificates, Borrowers and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Agent; and (e) receipt A certificate executed by a Responsible Officer of each Loan Party certifying that attached thereto is a true and complete copy of : (i) the charter or other similar organizational document and each amendment thereto on file, certified by the Administrative Agent Secretary of State of the jurisdiction, (ii) bylaws/operating agreement, as applicable, and all amendments thereto, (iii) a payoff letter from Silicon Valley Banktrue and complete copy of the resolutions, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt duly adopted by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing bodyof such Loan Party, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment or any other document delivered in connection herewith, (iv) incumbency and specimen signatures of each Responsible Officer executing the transactions contemplated hereby; Loan Documents, and (gv) receipt by the Administrative Agent certificates of a copy of a good standing certificate for of each Loan Party from the Secretary of State of such Loan Party’s jurisdiction of organization. 2.2 The Agent shall have received a customary legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties. 2.3 The Agent shall have received a Borrowing Base Certificate dated as of the Borrower, date hereof executed by a Responsible Officer of the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days Representative. 2.4 As of the date hereof, from after giving effect to all Borrowings made on the jurisdiction date hereof, Excess Availability shall not be less than 30% of formation for each such Person; andthe Line Cap. (h) receipt by 2.5 The Borrowers shall have paid all fees in connection with the Administration Fee Letter. 2.6 The Agent of an opinion of counsel to shall have received all documentation and other information about the Borrower, the Additional Delayed Draw Borrower Borrowers and the GuarantorsGuarantors as required by regulatory authorities under applicable “know your customer”, Anti-Corruption Laws and Anti-Money Laundering Laws and regulations, including without limitation the USA PATRIOT Act. 2.7 The representations and warranties set forth in form Section 3 of this Amendment shall be true and substance reasonably satisfactory to the Lenders correct in their sole discretionall material respects.

Conditions to Effectiveness of Amendment. This Amendment shall become be effective upon as of the First Amendment Effective Date subject only to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: (a) receipt The Lenders shall have received this Amendment, duly executed by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;Credit Parties. (b) The Bridge Loan Lenders, as applicable, shall have received Bridge Loan Notes and Bridge Loan Warrant Certificates, duly executed by the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (Borrowers and/or the “CRO”)Company, reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budgetas applicable; (c) receipt by The Borrowers shall have paid a fee with respect to the Administrative Agent amounts advanced under the Bridge Loan equal to US$90,000, in cash, ratably to the Bridge Loan Lenders (the “Bridge Loan Fee”), which fee is fully earned as of the First Amendment Effective Date and non-refundable. (d) The Bridge Loan Lenders shall have paid the Bridge Loan Consideration to the Borrowers as set forth in Section 2.4 of the Purchase Agreement, less the Bridge Loan Fee (without duplication of Section 3(c) of this Amendment) and the Lenders’ costs and expenses accrued to the First Amendment Effective Date and reimbursable under the Purchase Agreement or other Transaction Agreements. (e) As of the First Amendment Effective Date, and after giving effect to the First Amendment, (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE 4 of the Purchase Agreement and in the other Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Restated Closing Budget Date, which shall be read to be the First Amendment Effective Date), in a which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Lenders in the form acceptable of updated Schedules to the Purchase Agreement; and (iii) the Credit Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Lender has waived in writing), and, to the extent that any Schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated Schedules. (f) On the First Amendment Effective Date, the Company and each other Credit Party shall have executed and delivered, or caused to be executed and delivered, to the Lenders, collectively, in their sole and absolute discretion; (d) receipt a certificate signed by the Administrative Agent appropriate officers of all noticessuch Person certifying, certificatesinter alia, as to the (i) Articles and notice of articles of the Company, and all constating, organizational or governing documents of each other documentation provided by Credit Party, (ii) resolutions of the Borrower or any board of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to managers, shareholders or members, as applicable, of the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable Company and accounts payable agings, each other Credit Party authorizing and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each approving such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment their obligations under the Transaction Agreements, (iii) incumbency and signatures of the transactions contemplated hereby; signing officers of the Company and each other Credit Party, and (giv) receipt by the Administrative Agent certificates of a copy of a good standing certificate of recent date for the Company and each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, other Credit Party from the relevant authority in each jurisdiction of formation for each in which such Person; and (h) receipt by the Administration Agent of an opinion of counsel Person is qualified to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretiondo business.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Effective Date”) of each of on which the following conditions precedentare satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders shall have received counterparts of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrowereach Subsidiary Guarantor, the GuarantorsIssuing Bank and each Lender. (b) The Administrative Agent shall have received reimbursement for all of its reasonable out-of-pocket costs and expenses in accordance with Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders;Lenders all accrued but unpaid interest as of the date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (be) The Administrative Agent shall have received a favorable written opinion (addressed to the hiring by Holdings Administrative Agent and the Lenders and dated as of a Chief Restructuring Officer the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Obligors, in form and substance reasonably acceptable to each Lender in its sole the Administrative Agent and absolute discretion covering this Amendment and any other matter as the Administrative Agent may reasonably request (and the “CRO”), reporting directly Borrower hereby instructs such counsel to deliver such opinion to the special restructuring committee Lenders and the Administrative Agent). (f) The Administrative Agent shall have received: (i) a certificate, from the secretary of each Obligor, that there has been no change to the organizational documents of each Obligor delivered as of February 22, 2011, (ii) signature and incumbency certificates of the officers of such Person executing this Amendment, (iii) resolutions of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions similar governing body of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force Obligor approving and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; Amendment, (giv) receipt by the Administrative Agent of a copy of a good standing certificate for from the applicable Governmental Authority of each Obligor’s jurisdiction of the Borrowerincorporation, the Additional Delayed Draw Borrower organization or formation and the Guarantorsin each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated within 30 days of a recent date prior to the date hereof, from and (v) such other documents and certificates as the jurisdiction of formation for each such Person; and (h) receipt by the Administration Administrative Agent of an opinion of or its counsel may reasonably request relating to the Borrowerorganization, existence and good standing of the Obligors, the Additional Delayed Draw Borrower authorization of this Amendment and any other legal matters relating to the GuarantorsObligors, all in form and substance reasonably satisfactory to the Lenders in their sole discretionAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of each of date on which the following conditions precedent:precedent have been satisfied or waived (the “Fourth Amendment Effective Date”): (a) receipt The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Additional Delayed Draw Required Lenders and (D) the Administrative Agent. (b) After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Fourth Amendment Effective Date as if made on and as of the Fourth Amendment Effective Date (or to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date). (c) No Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Fourth Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Guarantorsfinancing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Fourth Amendment Effective Date. (f) The Administrative Agent and the other Lenders of a counterpart signature shall have received, at least 5 days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, previously requested of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt Borrower by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionAgent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon when and only when the satisfaction Administrative Agent shall have received executed counterparts of this Amendment (or waiver in writing by each Lendera consent to this Amendment) from one hundred percent (100%) of each of the Lenders and the following conditions precedent:precedent has been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Administrative Agent’s receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by following, each of the Borrowerwhich shall be originals or telecopies (followed promptly by originals) unless otherwise specified, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring each properly executed by Holdings of a Chief Restructuring Responsible Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdingssigning Credit Party, to each dated the Effective Date (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectivelyor, in their sole the case of certificates of governmental officials, a recent date before the Effective Date) and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, each in form and substance satisfactory to each Lender the Administrative Agent: (i) counterparts of the Amendment Documents executed by the applicable Credit Parties sufficient in its sole number for distribution to the Administrative Agent and absolute discretionthe Borrower; (fii) receipt a certificate on behalf of each Credit Party certifying that none of the resolutions, incumbency certificates, organizational documents and/or certificates of Responsible Officers of each Credit Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Credit Party is a party have been amended or are otherwise inaccurate since they were delivered. (b) Any fees required to be paid on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent of a Secretary’s Certificate, with respect to the BorrowerAgent, the Additional Delayed Draw Borrower shall have paid all fees, charges and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion disbursements of counsel to the BorrowerAdministrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Additional Delayed Draw closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionAdministrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 2 Effective Date”) of each of on which the following conditions precedentare satisfied or waived by the Lenders and the Issuing Banks: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by (or its counsel) shall have received from each of the Borrower, the Additional Delayed Draw Borrower, Subsidiary Loan Parties and the Guarantors, Lenders party hereto (which shall constitute the Required Lenders of each Class) (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Lenders;(which may include delivery of a signed signature page of this Amendment by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment. (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”)The Administrative Agent shall have received, reporting directly to the special restructuring committee extent invoiced at least one Business Day prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the board of directors of Holdings, Loan Parties hereunder or under any Loan Document on or prior to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Amendment No. 2 Effective Date. (c) receipt by The Company shall have paid to the Administrative Agent Agent, for the account of each Lender that provides its consent to this Amendment (each, a “Consenting Lender”), an amendment fee in Dollars equal to the sum of (x) 0.10% of the Closing Budget in a form acceptable aggregate principal amount of the Term Loans outstanding held by each such Consenting Lender on the Amendment No. 2 Effective Date and (y) 0.10% of the aggregate principal amount of the Revolving Facility Commitments of each such Consenting Lender on the Amendment No. 2 Effective Date. Such fee shall be payable on, and subject to the Lendersoccurrence of, collectively, in their sole and absolute discretion;the Amendment No. 2 Effective Date. (d) receipt by The representations and warranties set forth in Section 3.2 hereof shall be true and correct as of the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Amendment No. 2 Effective Date. (e) receipt by On or prior to the Administrative Agent of Amendment No. 2 Effective Date, any Loan Party that qualifies as a payoff letter from Silicon Valley Bank“legal entity customer” under the Beneficial Ownership Regulation shall have delivered, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect that so requests at least five Business Days prior to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Amendment No. 2 Effective Date, a Beneficial Ownership Certification in each case attaching resolutions of each relation to such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionLoan Party.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon and the amendments to the Existing Credit Agreement as set forth in Section 2 are subject to satisfaction (or waiver in writing by each Lenderthe Agent and the Lenders) of each of the following conditions precedent:precedent (the date of such satisfaction being the “Amendment No. 1 Effective Date”): (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative The Agent and the Lenders shall have received counterparts of a counterpart signature of the others to this Amendment duly executed and delivered by each a Responsible Officer of the Borrower, the Additional Delayed Draw Borrowereach Revolving Lender, the Guarantors, the Administrative Agent each L/C Issuer and the Lenders;Agent. (b) The Agent shall have received a certificate from a Responsible Officer of the hiring by Holdings Borrower dated the Amendment No. 1 Effective Date, certifying as to the (A) Organization Documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”recent date by such Governmental Authority), reporting directly to (B) certificate of good standing from the special restructuring committee Secretary of State or other applicable office of the board jurisdiction of directors organization of Holdingsthe Borrower, to (iC) oversee all aspects resolutions or other applicable action of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements the Borrower and (iiiD) develop an incumbency certificate and/or other certificate of Responsible Officers of the Borrower, evidencing the identity, authority and ensure compliance capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Weekly Budget;other Loan Documents to which it is a party or is to be a party on the Amendment No. 1 Effective Date. (c) receipt by The Agent shall have received a customary opinion from L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, with respect to matters of New York law and certain aspects of Delaware law; provided that it will not be a failure of this Section 4(c) if such opinion is delivered on or before the Administrative Agent of first Business Day following the Closing Budget in a form acceptable Amendment No. 1 Effective Date (which will be deemed to have occurred without giving effect to the Lenders, collectively, in their sole and absolute discretion;requirements of this Section 4(c)). (d) receipt by The Agent shall have received a solvency certificate in the Administrative Agent form of all notices, certificates, and other documentation provided by Exhibit H to the Existing Credit Agreement from the chief financial officer or another Responsible officer that is a financial officer of the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant with respect to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;solvency of the Borrower. (e) receipt Each of the representations and warranties made by the Administrative Agent Borrower in or pursuant to this Amendment and the other Loan Documents delivered pursuant to this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a payoff letter from Silicon Valley Bankspecific earlier date, in form which case such representations and substance satisfactory warranties shall be true and correct in all material respects as of such earlier date (provided, that, in each case such materiality qualifier shall not be applicable to each Lender in its sole and absolute discretion;any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect). (f) receipt by the Administrative Agent Immediately after giving effect to this Amendment, no Default or Event of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower Default shall have occurred and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby;be continuing. (g) receipt The Agent shall have received a closing certificate executed by the Administrative Agent a Responsible Officer of a copy of a good standing certificate for each of the Borrower, certifying that the Additional Delayed Draw Borrower conditions set forth in clauses (f) and the Guarantors, dated within 30 days (g) of the date hereof, from the jurisdiction of formation for each such Person; andthis Section 4 have been satisfied. (h) receipt by the Administration Agent of an opinion of counsel The Borrower shall have delivered a Borrowing Base Certificate to the BorrowerAgent which calculates the Borrowing Base as of July 31, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion2023.

Conditions to Effectiveness of Amendment. This Amendment shall become effective only upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent, to the satisfaction of the Lender: (a) receipt a. Execution and delivery by the Borrowers and the Lender of this Amendment. b. Delivery to the Lender of a Secretary's Certificate of each Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered having attached thereto resolutions adopted by each of the Borrower's Board of Directors authorizing the transactions contemplated by this Amendment and designating ▇▇▇▇▇▇ ▇▇▇▇▇ as an authorized signer of each Borrower. c. Execution and delivery of Modification Agreements for Note # 5004891 and Note # 5003775, revising such notes as provided herein. d. Execution and delivery by the Additional Delayed Draw BorrowerBorrowers of the Amended and Restated Revolving Note. e. Execution and delivery by Cycle Country Accessories Corporation of the Second Amendment to Mortgage attached hereto as Exhibits C. No mortgage amendments will be filed in ▇▇▇▇▇▇▇▇▇ County, Iowa because the Guarantors, the Administrative Agent Cycle Country Accessories Corporation no longer owns property in that county. f. Execution and the Lenders; (b) the hiring by Holdings delivery of a Chief Restructuring Officer acceptable to each Guarantor's Acknowledgement and Consent by Cycle Country Accessories Subsidiary Corp. g. Execution and delivery by the Borrowers and Kolpin Outdoors, Inc. of the side letter ("Side Letter") attached hereto as Exhibit D. h. Execution and delivery by the Borrowers of the Lockbox Agreement attached hereto as Exhibit E. i. Execution and delivery of such other agreements, instruments, documents, certificates and opinions as the Lender in its sole and absolute discretion (the “CRO”), reporting directly may reasonably request. j. The Borrowers shall pay to the special restructuring committee Lender a nonrefundable closing fee of the board $21,000.00, which shall be fully earned upon execution and delivery of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;this Amendment. (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable k. The Borrower shall pay to the Lenders, collectivelyas additional consideration for this Amendment, in their sole all costs and absolute discretion; (d) receipt expenses incurred by the Administrative Agent of all noticesLender (including, certificateswithout limitation, attorneys' fees) in connection with the preparation, execution and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionall matters related hereto.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above (the “Second Amendment Effective Date”) upon the satisfaction (or written waiver in writing by each LenderRequired Lenders) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart signature of the others to shall have received this Amendment duly executed and delivered by each of the Borrower, Lenders constituting the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Required Lenders and the LendersLoan Parties; (b) The Administrative Agent’s and the hiring by Holdings Second Amendment Term Loan Lenders’ receipt of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion items (the “CRO”iii), reporting directly to (v) through (x) and (xii), below and the special restructuring committee Lenders’ receipt of items (i), (ii), (iii), (iv) and (xii) below, each properly executed by a Responsible Officer of the board of directors of Holdingsapplicable Loan Party, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent each dated as of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; Second Amendment Effective Date (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing bodyor, in the case of certificates of governmental officials, a recent date before the Second Amendment Effective Date) and each in form and substance reasonably satisfactory to the Required Lenders and their respective legal counsel: (i) a Warrant (substantially in the form of Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each Second Amendment Term Loan Lender, duly executed and delivered by an Authorized Officer of Holdings; (ii) a Note executed by the Borrower in favor of each Second Amendment Term Loan Lender requesting a Note in the amount of such Second Amendment Term Loan Lender’s Commitment with respect to the Second Amendment Term Loans being made by such Second Amendment Term Loan Lender; (iii) a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other than a corporation) then in full force and effect organizational action authorizing the execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed in connection herewith, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party executed in connection herewith; (iv) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (v) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Second Amendment Term Loan Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(e); (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the consummation of all of the transactions contemplated herebyset forth in this Amendment, (A) the Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) a Borrowing Request with respect to the Second Amendment Term Loans; (xi) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (i) So long as requested by any Second Amendment Term Loan Lender at least five days prior to the Second Amendment Effective Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Second Amendment Term Loan Lender at least ten days prior to the Second Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting Second Amendment Term Loan Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (d) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (e) Any fees required to be paid on or before the Second Amendment Effective Date (including, for the avoidance of doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Second Amendment Term Loan Lenders to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Second Amendment Term Loan Lenders, respectively). (g) receipt by The representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (h) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Second Amendment Term Loans or from the application of the proceeds thereof. (i) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (including fees, charges and disbursements of a copy of a good standing certificate for each counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the BorrowerAmended Credit Agreement; (j) The Borrower shall have paid all fees, charges and disbursements of Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) required to be reimbursed or paid by the Additional Delayed Draw Borrower and the Guarantorspursuant to that certain Structuring Work Fee Letter, dated within 30 days as of the date hereof, from by and between the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionColiseum.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of each of date on which the following conditions precedent:precedent have been satisfied or waived (the “Effective Date”): (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of shall have received a counterpart signature of the others to this Amendment duly Amendment, executed and delivered by a duly authorized officer of each of (i) the Borrower, Borrowers and (ii) the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders;. (b) the hiring by Holdings of a Chief Restructuring Officer acceptable The Administrative Agent shall have received (i) payment, for distribution to each Lender in its sole that has signed and absolute discretion (the “CRO”), reporting directly delivered this Amendment to the special restructuring committee Administrative Agent by no later than 3:00 p.m., New York City time, on Thursday, September 3, 2009, of an amendment fee equal to 0.20% of the board Commitment of directors such Lender then in effect as of Holdings, to (i) oversee all aspects of daily the date hereof and weekly cash flows, including both receivables and payables management (ii) payment of all fees, as well as expenses for which invoices have been presented on or before the date hereof, which are required to be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance paid in connection with the Weekly Budget;this Amendment. (c) receipt by The conditions precedent to the Administrative Agent amendment dated the date hereof to the Borrowers’ $1.2 Billion Competitive Advance and Revolving Credit Facility Agreement (the “1.2 Billion Credit Agreement”), dated as of December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, as co-documentation agent, and the lenders named therein, shall have been satisfied (other than the condition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, such amendment will (i) reduce the facility size of the Closing Budget $1.2 Billion Credit Agreement to $400,000,000, (ii) remove WRECO as a borrower under the $1.2 Billion Credit Agreement, (iii) modify the net worth covenant contained in a form acceptable to the Lenders, collectively, $1.2 Billion Credit Agreement in their sole the same manner as set forth in this Amendment and absolute discretion;(iv) amend the facility fees and applicable margin under the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment. (d) receipt by No greater than $200,000,000 in Loans shall be outstanding to WRECO as a Borrower under the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionCredit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Additional Delayed Draw BorrowerAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the Guarantorsreasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lenders of a counterpart signature Amendment No. 7 Arrangers) of the others Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment duly executed (and delivered by each any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the Additional Delayed Draw Borrowerextensions of credit contemplated hereunder, the Guarantors, the Administrative Agent and the Lenders; (bx) the hiring by Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, (y) signature and incumbency certificates of the Additional Delayed Draw Borrower Authorized Officers of Holdings and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of Borrower executing this Amendment and the transactions contemplated herebyother Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) receipt by the The Administrative Agent shall have received a Notice of a copy of a good standing certificate for each Borrowing in respect of the BorrowerTranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Additional Delayed Draw Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the GuarantorsGuarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, dated within 30 days of including, without limitation, the date hereof, from the jurisdiction of formation for each such PersonPatriot Act; and (hk) receipt by If the Administration Agent of an opinion of counsel Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:precedent (such date, the “Thirteenth Amendment Effective Date”): (a) receipt by (i) the BorrowerBorrowers, the Additional Delayed Draw Borrower, the Guarantors, each other Loan Party and the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly shall have executed and delivered by counterparts of this Amendment to the Administrative Agent, (ii) each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the LendersAdministrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board representations and warranties contained in Section 6 of directors this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetThirteenth Amendment Effective Date; (c) receipt by at the Administrative Agent time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date (including the incurrence of the Closing Budget in a form acceptable to the LendersIncremental Revolving Facility), collectively, in their sole and absolute discretionno Default or Event of Default exists; (d) receipt by the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to Representative and confirming compliance with the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable conditions set forth in Sections 5(b) and accounts payable agings, and inventory certificates5(c) hereof; (e) receipt by the Administrative Agent shall have received a solvency certificate dated as of the Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a payoff letter from Silicon Valley Bank, in form and substance satisfactory Financial Officer of the Parent certifying as to each Lender in its sole and absolute discretionthe matters set forth therein; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect shall have received each Revolving Credit Note (to the Borrower, extent requested at least three Business Days prior to the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Thirteenth Amendment Effective Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby); (g) receipt by no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent of a copy of a good standing certificate for each shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the BorrowerThirteenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; andUSA PATRIOT Act; (h) receipt by the Administration Administrative Agent shall have received a certificate dated as of an the Thirteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; (i) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the BorrowerAdministrative Agent, the Additional Delayed Draw Borrower Amendment Arranger and the Guarantors, Lenders and (C) in form and substance reasonably satisfactory to the Lenders Administrative Agent and the Amendment Arranger covering such matters relating to this Amendment; (j) the Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (k) the Administrative Agent shall have received: (i) all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (ii) for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Thirteenth Amendment Effective Date on the outstanding Revolving Loans of such Existing Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in their sole discretionrespect of such Revolving Loans and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Existing Credit Agreement); (iii) for distribution to each Incremental Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Mandated Lead Arranger; (iii) 0.50% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Conditions to Effectiveness of Amendment. This Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall only become effective upon the satisfaction (or waiver in writing by each Lender) of each of the following additional conditions precedent: (a) receipt by Congress shall have received an executed original or executed original counterparts (as the Borrowercase may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) the Additional Delayed Draw Borrower, LCI Fourth Restated Note; (ii) certified resolutions of the Guarantors, Board of Directors of LCI duly authorizing the Administrative Agent execution and delivery of this Amendment and the Lenders of a counterpart signature of instruments and transactions hereunder; and (iii) an Amendment between LPC and Congress with respect to the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent LPC Financing Agreements and the Lenders;documents and instruments required thereunder and the satisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LPC Amendment"). (b) Arrangements satisfactory to Congress shall be made by LPC such that the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee proceeds of the board of directors of HoldingsMarch 1997 Additional LPC Term Loan (as defined in the March 1997 LPC Amendment) shall be used as required therein, to and that, contemporaneously therewith: (i) oversee CIT shall release all aspects of daily its liens and weekly cash flowssecurity interests in the assets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, including both receivables and payables management as amended; (ii) be granted sole approval rights over all cash disbursements CIT and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley BankCongress shall enter into an agreement, in form and substance satisfactory to each Lender Congress, terminating or amending the Subordination Agreement dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the release referred to in its sole and absolute discretion;clause (i) of this paragraph 12(b); and (fiii) receipt by LPC shall have delivered to Congress a payoff letter from Chase, setting forth the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each amount of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days Rochester IRB Balance as of the date hereof, from and shall have authorized Congress to disburse a portion of the jurisdiction of formation for each such PersonMarch 1997 Additional LPC Term Loan directly to Chase in payment thereof. (c) All representations and warranties contained herein, in the Accounts Agreement and in the other Financing Agreements shall be true and correct in all material respects; and (hd) receipt by the Administration Agent No Event of Default shall have occurred and no event shall have occurred or condition be existing which, with notice or passage of time or both, would constitute an opinion Event of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionDefault.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lendersuch date, if any, the “Fifth Amendment Effective Date”) of on which each of the following conditions precedentset forth below has been satisfied: (a) receipt by The Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Guarantor Subsidiaries and the Consenting Lenders of a counterpart signature of constituting the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders;. (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the The Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantorsshall have received, in form and substance reasonably satisfactory to the Lenders Administrative Agent, a certificate of an officer of each Credit Party certifying that attached thereto is (i) a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment, (ii) an incumbency of the officers or authorized representatives of such Credit Party executing this Amendment and the other Credit Documents and (iii) a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of such Credit Party. (c) No Default or Event of Default shall exist on such Fifth Amendment Effective Date immediately prior to or after giving effect to this Amendment. (d) The Administrative Agent shall have received the Fifth Amendment Fee in their sole discretionfull and cash. (e) The representations and warranties in the Credit Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, this Amendment on the Fifth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date. (f) All costs and, to the extent invoiced prior to the Fifth Amendment Effective Date, expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to the Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC will have been paid to the extent then due.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon when the satisfaction Lender shall have received (or waiver in writing by each Lenderi) counterparts of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management Loan Parties; (ii) be granted sole approval rights over all cash disbursements the Amended and Restated Revolver Note, dated as of the date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) develop the Guarantees, in substantially the form attached hereto as Exhibit B, and ensure compliance with the Weekly Budget; (c) receipt Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Administrative Agent Guarantors that have not executed and delivered to the Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the Closing Budget in a form acceptable to resolutions of the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent Board of all notices, certificates, and other documentation provided by Directors of the Borrower or any and each of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Dateattached hereto as Exhibit D, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance evidencing approval of this Amendment and the transactions other documents and matters contemplated hereby; , and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (gor its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) receipt a favorable opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit E, as to the due execution and delivery by the Administrative Agent Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a good standing certificate for of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is a holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the Additional Delayed Draw Borrower opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The representations and warranties contained in Section 4.01 of the Guarantors, dated within 30 days Agreement are correct on and as of the date hereof, from of this Amendment as though made on and as of such date except to the jurisdiction of formation for each extent that such Personrepresentations and warranties specifically relate to an earlier date or are affected by the transaction contemplated under the Agreement as amended hereby; and (hb) receipt No event has occurred and is continuing or would result from this Amendment, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (xi) payment by the Administration Agent Borrower of an opinion of counsel to the Borrowerfees and costs, the Additional Delayed Draw Borrower including attorneys' fees and expenses, incurred in connection with this Amendment and the Guarantorsother documents and matters contemplated hereby, and all fees and costs still outstanding which were incurred in form connection with the Agreement and substance reasonably satisfactory to the Lenders in their sole discretionother Loan Documents.

Conditions to Effectiveness of Amendment. This 3.1 The effectiveness of the amendments set forth in Sections 1 and 2 of this Amendment shall become effective upon No. 3 is subject to the satisfaction (prior or waiver in writing by each Lender) of each simultaneous fulfillment of the following conditions precedenton or before 4:00 P.M. New York City time on April 27, 2000: (a) receipt The Agent shall have received this Amendment No. 3 executed by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of (i) a counterpart signature duly authorized officer or officers of the others to this Amendment duly executed Company and delivered by each of (ii) the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance The Agent shall have received such other documents as it shall have reasonably requested consistent with the Weekly Budgetterms hereof; (c) receipt Holders of Indebtedness under any Covenant Credit Facility shall have executed, to the extent required by each such Covenant Credit Facility, waivers or amendments to such credit facilities satisfactory to the Agent and the Required Lenders (i) containing amendments to the covenants and related definitions in such credit facilities identical to those set forth in Section 1 of this Amendment No. 3 and (ii) containing agreements by such holders to (A) waive compliance by the Administrative Agent Company or any of its Subsidiaries with, or amend, any provision of any instrument, document or agreement evidencing such Indebtedness requiring the sharing of any collateral securing the Liquidity Loans and (B) waive any default or event of default currently existing or occurring as a result of (x) the incurrence by the Company of Indebtedness under the Liquidity Loan subfacility, (y) the Guarantee by the Guarantors of the Closing Budget obligations of the Company in a form acceptable respect of the Liquidity Loans or (z) the granting of the liens and security interest to secure the Lenders, collectively, obligations in their sole respect of the Liquidity Loans and absolute discretionthe obligations of the Subsidiary Guarantors under the Subsidiary Guarantee; (d) receipt by the Administrative The Agent shall have received payment of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliatesout-of-pocket expenses, or any including the reasonable fees and expenses of its or their officers or directorscounsel ▇▇▇▇▇, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1▇▇▇▇▇▇ & ▇▇▇▇▇▇, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesLLP incurred in connection with this Amendment No. 3; (e) receipt by The Agent shall have received the Administrative arrangement fee due to the Agent of a payoff letter from Silicon Valley Bank, in form pursuant to the agreement between the Agent and substance satisfactory to each Lender in its sole and absolute discretionthe Company; (f) receipt by The Agent shall have received confirmation that the Administrative Agent attorneys and accountants for the Steering Committee have received retainer payments of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, $500,000 in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyaggregate; (g) receipt by The Agent shall have received (i) a non-refundable Subfacility fee, for the Administrative Agent of a copy of a good standing certificate for each pro-rata benefit of the BorrowerLenders, equal to $1,000,000 and (ii) a non-refundable amendment fee, for the pro-rata benefit of the Lenders, equal to $187,500; (h) The Agent shall have received for deposit in the Disbursement Account and, if applicable, the Additional Delayed Draw Borrower and Reserve Account the Guarantors, dated within 30 days Net Cash Proceeds of any Permitted Disposition closed prior to the date hereof, from the jurisdiction of formation for each such PersonAmendment No. 3 Effective Date; and (hi) receipt The representations and warranties contained in the Credit Agreement (other than the representations and warranties made as of a specific date) shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date, other than such exceptions as set forth on a disclosure certificate to be delivered to the Agent by the Administration Agent Company on or before the Amendment No. 3 Effective Date so long as such exceptions do not disclose the occurrence of an opinion a Material Adverse Change since the date of counsel to the BorrowerProjections. 3.2 The date on which the conditions set forth in Section 3.1 are satisfied is the "AMENDMENT NO. 3 EFFECTIVE DATE" and until the conditions set forth in Section 3.1 are satisfied, the Additional Delayed Draw Borrower amendments set forth in Section 1 and 2 of this Amendment No. 3 are not effective. In the Guarantorsevent that the conditions set forth in Section 3.1 have not been satisfied on or before 4:00 p.m. New York City time on April 27, in form 2000, this Amendment No. 3 shall terminate and substance reasonably satisfactory to the Lenders in their sole discretionshall be of no force or effect.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon is subject solely to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:(the “Amendment No. 10 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 10 Effective Date”): (a) receipt The Administrative Agent shall have received (i) from each Existing Tranche B-5 Term Loan Lender with a Tranche B-6 Term Loan Commitment and from Additional Tranche B-6 Term Loan Lenders having Additional Tranche B-6 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-5 Term Loans held by Non-Consenting Existing Tranche B-5 Term Loan Lenders and Post-Closing Option Tranche B-6 Lenders, (ii) from the BorrowerAdministrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-6 Lender or Post-Closing Option Tranche B-6 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-5 Term Loan Lenders on the Amendment No. 10 Effective Date, substantially concurrently with the making of Tranche B-6 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-5 Term Loans to, but not including, the Additional Delayed Draw BorrowerAmendment No. 10 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The Borrowers, the Guarantorsother Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 10 Effective Date, and (ii) the Administrative Agent and the Lenders Amendment No. 10 Arrangers, as applicable, all reasonable costs and expenses of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersAmendment No. 10 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 10 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 10 Arrangers and the Administrative Agent with respect thereto); (be) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the hiring Borrowers, dated the Amendment No. 10 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of a Chief Restructuring Officer acceptable to each Lender Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in its sole and absolute discretion (the “CRO”case of Holdings any Director or authorized agent of Holdings), reporting directly as applicable, and attaching the documents referred to in the special restructuring committee following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 10 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to (i) oversee all aspects of daily the documents delivered on the Closing Date pursuant to Sections 6.3 and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent 6.4 of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretionCredit Agreement; (f) receipt by the The Administrative Agent shall have received a Notice of a Secretary’s Certificate, Borrowing with respect to the BorrowerTranche B-6 Term Loans; and (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing. Each Additional Delayed Draw Borrower Tranche B-6 Term Loan Lender party hereto and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender by delivering its signature page to this Amendment or a Consent to Tenth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 10 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 10 Effective Date upon the occurrence thereof, and such notice and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance effectiveness of this Amendment and the transactions contemplated hereby; (g) receipt by Amended Credit Agreement shall be conclusive and binding upon all of the Administrative Agent Lenders and all of a copy of a good standing certificate for the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the Borrowereffectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender, hereby agree that notwithstanding any other provision hereof, the Additional Delayed Draw Borrower and the GuarantorsAmendment No. 10 Effective Date is January 22, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion2024.

Conditions to Effectiveness of Amendment. This Amendment ---------------------------------------- shall become effective upon on the satisfaction later to occur of (or waiver in writing by each Lenderx) of each May 15, 2001, and (y) the first day when the Administrative Agent shall have received all of the following conditions precedent: documents: (ai) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders counterparts of a counterpart signature of the others to this Amendment duly as executed and delivered by each on behalf of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Borrower and the Lenders; , together with the Acknowledgment and Agreement of Subsidiary Guarantors as executed on behalf of the Subsidiary Guarantors, (bii) the hiring by Holdings replacement Syndicated Note in favor of a Chief Restructuring Officer acceptable to each Lender Comerica Bank (the "Comerica Replacement -------------------- Note") reflecting the increase in its sole and absolute discretion Commitment pursuant to this Amendment, as ---- executed on behalf of Borrower, (iii) a certificate of Borrower signed by the “CRO”)Secretary or an Assistant Secretary of Borrower, reporting directly certifying as to the special restructuring committee names, true signatures and incumbency of the officer or officers authorized to execute and deliver this Amendment and the Comerica Replacement Note, together with copies of the resolutions adopted by the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; Comerica Replacement Note, and any amendments, supplements, or other changes to the certificate of incorporation or by-laws of Borrower since January 31, 2001, and (giv) receipt by the favorable opinions of (A) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel of Borrower, and (B) ▇▇▇▇▇▇ & Bird, LLP, special counsel for Borrower, covering matters relating to Borrower, this Amendment, the Comerica Replacement Note, and such other matters as the Administrative Agent of a copy of a good standing certificate for each or any Lender may reasonably request. The later of the Borrower, dates in the Additional Delayed Draw Borrower and preceding sentence shall be the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion."Amendment No. 2

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of date on which each of the following conditions precedent:have been satisfied or waived in accordance with the terms hereof and the Credit Agreement (such date, the “Effective Date”): (a) receipt 4.1 this Amendment shall have been executed and delivered by the Borrower, the Additional Delayed Draw Borrower, the GuarantorsBorrowers, the Administrative Agent Agent, the Required Lenders and the Lenders of 2015-1 Incremental Term A Loan Lenders; 4.2 the Administrative Agent shall have received a counterpart signature certificate of the others to this Amendment Parent Borrower dated as of the Effective Date, duly executed and delivered by each an Authorized Officer of the BorrowerParent Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by the Parent Borrower approving or consenting to this Amendment and the incurrence of the 2015-1 Incremental Term A Loans, (B) certifying that the Additional Delayed Draw Borrowercertificate or articles of incorporation and by-laws of the Parent Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, and (C) certifying as to the Guarantorsincumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Parent Borrower and (ii) certifying as to the matters set forth in Sections 4.5 below; 4.3 all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrowers pursuant to Section 10.3 of the Credit Agreement or any other letter agreement in connection with this Amendment shall have been paid or reimbursed; 4.4 the Administrative Agent shall have received opinions, dated as of the Effective Date and addressed to the Administrative Agent and the all 2015-1 Incremental Term A Loan Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to from (i) oversee all aspects of daily and weekly cash flows▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Parent Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders Administrative Agent and (ii) Maryland counsel to the Parent Borrower, in their sole discretionform and substance reasonably satisfactory to the Administrative Agent; 4.5 the representations and warranties in Section 5 of this Amendment shall be true and correct in all material respects as of the Effective Date; 4.6 the Parent Borrower shall be in compliance with Section 7.2.4 of the Credit Agreement both before and after giving effect to the incurrence of the 2015-1 Incremental Term A Loans; and 4.7 the Senior Secured Leverage Ratio shall be less than 3.00 to 1.00 both before and after giving effect to the incurrence of the 2015-1 Incremental Term A Loans (assuming, for the purposes of the calculations under this Section 4.7, that the Revolving Commitments are 50% drawn and that all Permitted Securitization is 50% utilized).

Conditions to Effectiveness of Amendment. This Section 1 of this Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Fourth Amendment Effective Date”) of each of on which the following conditions precedenthave been satisfied or waived: (a) receipt by The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the Borrowersignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Additional Delayed Draw Borrower, the Guarantors, signature of the Administrative Agent and the Lenders of (iii) a counterpart signature of the others to this Amendment duly executed and delivered by completed counterpart hereof that bears the signature of each of the Borrower, Lenders party hereto (comprising the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders); (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the hiring by Holdings form of a Chief Restructuring Officer acceptable to Annex I hereto from an authorized officer of each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetLoan Party; (c) receipt by the The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Fourth Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Closing Budget in a form acceptable Credit Agreement and (ii) on behalf of itself, its Affiliates and each Lender consenting to this Amendment, all fees owed to it, its Affiliates and/or such Lender on or prior to the Lenders, collectively, in their sole and absolute discretiondate hereof; (d) receipt The Administrative Agent shall have received at least two (2) Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Fourth Amendment Effective Date by the Administrative Agent of all noticesrequired by regulatory authorities under applicable Anti-Money Laundering Laws, certificates, including the USA PATRIOT Act and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable “know your customer” rules and accounts payable agings, and inventory certificates;regulations; and (e) receipt by the The Administrative Agent of a payoff letter from Silicon Valley Bank, shall have received the Approved Budget in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionRequired Lenders.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon The effectiveness of this Incremental Amendment, including the obligation of the 2018 Incremental Term B Lender to make a 2018 Incremental Term B Loan, is subject to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:(the date of such satisfaction or waiver of such conditions being referred to herein as the “2018 Incremental Amendment Effective Date”): (a) receipt The Administrative Agent shall have received this Incremental Amendment executed and delivered by a duly authorized officer of the Borrower, each other Loan Party and the Additional Delayed Draw Borrower2018 Incremental Term B Lender (which constitutes Required Lenders under the Credit Agreement). (b) The Administrative Agent shall have received, on behalf of itself and the 2018 Incremental Term B Lender, customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation or organization, in each case, with respect to the Borrower and the other Loan Parties. Subject to clause (l) of this Section 3, all documents and instruments required to create and perfect the Administrative Agent’s security interests in the Collateral shall have been executed and delivered by the Borrower and the Guarantors (or, where applicable, the GuarantorsBorrower and the Guarantors shall have authorized the filing of financing statements under the Uniform Commercial Code) and, if applicable, be in proper form for filing. (c) A certificate of a Responsible Officer of the Borrower certifying that (i) the conditions in clauses (h), (j) and (k)(ii) of this Section 3 have been satisfied and (ii) the 2018 Incremental Term B Loans are being incurred in reliance on Section 2.17(a)(iii) of the Existing Credit Agreement. (d) To the extent such documentation has not previously been delivered in connection with the funding of the Initial Term B Loans under the Existing Credit Agreement, the Administrative Agent and the Lenders 2018 Incremental Term B Lender shall have received at least three (3) business days prior to the 2018 Incremental Amendment Effective Date, all documentation and other information required with respect to the Loan Parties by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act to the extent reasonably requested in writing by the Administrative Agent or the 2018 Incremental Term B Lender at least ten (10) business days prior to the 2018 Incremental Amendment Effective Date. To the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least three (3) business days prior to the 2018 Incremental Amendment Effective Date, the 2018 Incremental Term B Lender that has requested, in a written notice to the Borrower at least ten (10) business days prior to the 2018 Incremental Amendment Effective Date, a beneficial ownership certification as required by the Beneficial Ownership Regulation in relation to the Borrower shall have received such beneficial ownership certification. (e) All fees and expenses (in the case of a counterpart signature expenses, to the extent invoiced at least three (3) business days prior to the 2018 Incremental Amendment Effective Date (except as otherwise reasonably agreed by the Borrower)), required to be paid on the 2018 Incremental Amendment Effective Date, shall have been paid, or shall be paid substantially concurrently with, the borrowing of the others to this Amendment duly executed and delivered 2018 Incremental Term B Loans. (f) The Administrative Agent shall have received a Borrowing Request in respect of the 2018 Incremental Term B Loans as required by each Section 2.03 of the Existing Credit Agreement. (g) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in substantially the Additional Delayed Draw Borrowerform of Exhibit G to the Existing Credit Agreement, certifying that the GuarantorsBorrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. (h) The Acquisition and the other Transactions shall have been, or shall substantially concurrently with the initial funding of the 2018 Incremental Term B Loans be, consummated in all material respects in accordance with the terms of the Acquisition Agreement without any amendments, waivers or consents that are materially adverse to the interests of the 2018 Incremental Term B Lender or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. as the lead arranger and bookrunner (the “Lead Arranger”) for the 2018 Incremental Term B Loans without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of the Lead Arranger (it being understood and agreed that any amendment or waiver of the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement), will be deemed to be materially adverse to the interests of the 2018 Incremental Term B Lender or the Lead Arranger). (i) Since December 31, 2017, there shall have been no Company Material Adverse Effect (as defined in the Acquisition Agreement). (j) As of the 2018 Incremental Amendment Effective Date, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 of the Existing Credit Agreement is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof. (k) As of the 2018 Incremental Amendment Effective Date: (i)each of the representations made by Target in the Acquisition Agreement as are material to the interests of the 2018 Incremental Term B Lender shall be true and correct, but only to the extent that the failure to so be true and correct would provide the Borrower the right to terminate its obligations under the Acquisition Agreement, or the right to decline to consummate the Acquisition, as a result of a breach of such representations in the Acquisition Agreement; and (ii) the representations and warranties of each of the Borrower and the Guarantors (after giving effect to the Transactions) set forth in Sections 3.01, 3.02, 3.03(b), (c) and (d), 3.09, 3.14, 3.17, 3.19 and 3.20 of the Existing Credit Agreement shall be true and correct. (l) The security interest that will be granted in Collateral of any entities that will become Guarantors in connection with the Transactions under the Loan Documents shall be created and perfected, to the extent that perfection therein may be perfected by the filing of a UCC financing statement, upon the creation and perfection of such security interest or the delivery of certificates evidencing equity interests; provided that any such certificated equity interests with respect to subsidiaries of the Target will be required to be delivered on the 2018 Incremental Amendment Effective Date only to the extent received from the Target after your use of commercially reasonable efforts to obtain such certificates. (m) The 2018 Incremental Term B Lender shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and Target for the 2015, 2016 and 2017 fiscal years, and (b) unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flow of the Borrower and the Target for each subsequent fiscal quarter ended at least 45 days prior to the 2018 Incremental Amendment Effective Date. The making of the 2018 Incremental Term B Loans by the 2018 Incremental Term B Lender shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each 2018 Incremental Term B Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for that each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each conditions precedent set forth in this Section 3 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Effective Date”) of each of on which the following conditions precedentare satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders shall have received counterparts of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrowereach Subsidiary Guarantor, the GuarantorsIssuing Bank and each Lender. (b) The Administrative Agent shall have received reimbursement for all of its reasonable out-of-pocket costs and expenses in accordance with Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders;Lenders all accrued but unpaid interest as of the date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (be) The Administrative Agent shall have received a favorable written opinion (addressed to the hiring by Holdings Administrative Agent and the Lenders and dated as of a Chief Restructuring Officer the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Obligors, in form and substance reasonably acceptable to each Lender in its sole the Administrative Agent and absolute discretion covering this Amendment and any other matter as the Administrative Agent may reasonably request (and the “CRO”), reporting directly Borrower hereby instructs such counsel to deliver such opinion to the special restructuring committee Lenders and the Administrative Agent). (f) The Administrative Agent shall have received: (i) a certificate, from the secretary of each Obligor, that there has been no change to the organizational documents of each Obligor delivered as of February 22, 2011, (ii) signature and incumbency certificates of the officers of such Person executing this Amendment, (iii) resolutions of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions similar governing body of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force Obligor approving and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; Amendment, (giv) receipt by the Administrative Agent of a copy of a good standing certificate for from the applicable Governmental Authority of each Obligor's jurisdiction of the Borrowerincorporation, the Additional Delayed Draw Borrower organization or formation and the Guarantorsin each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated within 30 days of a recent date prior to the date hereof, from and (v) such other documents and certificates as the jurisdiction of formation for each such Person; and (h) receipt by the Administration Administrative Agent of an opinion of or its counsel may reasonably request relating to the Borrowerorganization, existence and good standing of the Obligors, the Additional Delayed Draw Borrower authorization of this Amendment and any other legal matters relating to the GuarantorsObligors, all in form and substance reasonably satisfactory to the Lenders in their sole discretionAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent:precedent (such date, the “Ninth Amendment Effective Date”): (a) receipt by the BorrowerBorrower Representative, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders (which, for the avoidance of doubt, shall be the Required Lenders (which for the purpose of this Amendment shall exclude Required Lenders under paragraph (c) of such definition in the Existing Credit Agreement) have executed and delivered counterparts (or, as applicable, a counterpart signature of the others Lender Consent or a Joinder) to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, to the Administrative Agent and the LendersAgent; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board representations and warranties contained in Section 9 of directors this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetNinth Amendment Effective Date; (c) receipt by at the Administrative Agent time of and immediately after giving effect to this Amendment and the Closing Budget in a form acceptable to transactions occurring on the LendersNinth Amendment Effective Date, collectively, in their sole and absolute discretionno Default or Event of Default exists; (d) receipt by the Administrative Agent shall have received a certificate dated the Ninth Amendment Effective Date and signed by a Responsible Officer of all notices, certificates, and other documentation provided by the Borrower or any of its AffiliatesRepresentative, or any of its or their officers or directors, to Silicon Valley Bank pursuant to confirming compliance with the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable conditions set forth in Sections 7(b) and accounts payable agings, and inventory certificates7(c) hereof; (e) receipt by the Administrative Agent shall have received a solvency certificate dated as of the Ninth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a payoff letter from Silicon Valley Bank, in form and substance satisfactory Financial Officer of the Parent certifying as to each Lender in its sole and absolute discretionthe matters set forth therein; (f) receipt by the Administrative Agent shall have received, on behalf of itself and the Lenders on the Ninth Amendment Effective Date, a Secretary’s Certificatecustomary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, with respect special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Ninth Amendment Effective Date, (B) addressed to the BorrowerAdministrative Agent, the Additional Delayed Draw Borrower Amendment Arrangers and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors Lenders and (or other managing body, in the case of other than a corporationC) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; (g) each Amendment Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to each such Amendment Arranger on or before the Ninth Amendment Effective Date in their sole discretioneach case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Ninth Amendment Effective Date; and (h) the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (if any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Ninth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Agreement, in each case as of the Ninth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction first Business Day (or waiver in writing by each Lenderthe “Amendment No. 1 Effective Date”) of on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each European Tranche Term Loan Lender with a European-1 Tranche Term Loan Commitment and from Additional European-1 Tranche Term Loan Lenders having Additional European-1 Tranche Term Loan Commitments equal in principal amount to the amount of European Tranche Term Loans held by Non-Consenting European Tranche Term Loan Lenders, (ii) from each Tranche A Term Loan Lender with a Tranche A-1 Term Loan Commitment and from Additional Tranche A-1 Term Loan Lenders having Additional Tranche A-1 Term Loan Commitments equal in principal amount to the Borroweramount of Tranche A Term Loans held by Non-Consenting Tranche A Term Loan Lenders, (iii) from each Tranche B Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the Additional Delayed Draw Borroweramount of Tranche B Term Loans held by Non-Consenting Tranche B Term Loan Lenders, the Guarantors, (iv) from the Administrative Agent and the Lenders of (v) from each Borrower and each Guarantor, either (x) a counterpart signature of the others to this Amendment duly executed and delivered by each signed on behalf of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, such party or (y) written evidence satisfactory to the Administrative Agent and the Lenders(which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Parent Borrower shall have provided the hiring by Holdings Administrative Agent with a Notice of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly Borrowing two Business Days prior to the special restructuring committee Amendment No. 1 Effective Date with respect to the borrowing of Tranche A-1 Term Loans and Tranche B-1 Term Loans on the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetAmendment No. 1 Effective Date; (c) receipt by The European Subsidiary Borrower shall have provided the Administrative Agent with a Notice of the Closing Budget in a form acceptable Borrowing three Business Days prior to the Lenders, collectively, in their sole and absolute discretionAmendment No. 1 Effective Date with respect to the borrowing of European-1 Tranche Term Loans on the Amendment No. 1 Effective Date; (d) receipt Each Tranche A-1 Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more Tranche A-1 Term Notes payable to the order of such Lender duly executed by the Administrative Agent Parent Borrower in substantially the form of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant Exhibit K-1 to the SVB Loan Agreement since April 1Credit Agreement, 2017as modified by this Amendment, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesevidencing its Tranche A-1 Term Loans; (e) receipt Each Tranche B-1 Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more Tranche B-1 Term Notes payable to the order of such Lender duly executed by the Administrative Agent Parent Borrower in substantially the form of a payoff letter from Silicon Valley BankExhibit K-2 to the Credit Agreement, in form and substance satisfactory to each Lender in as modified by this Amendment, evidencing its sole and absolute discretionTranche B-1 Term Loans; (f) receipt Each European-1 Tranche Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more European-1 Tranche Term Notes payable to the order of such Lender duly executed by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Parent Borrower and the Guarantors, in substantially the form delivered on of Exhibit K-4 to the Restatement DateCredit Agreement, in each case attaching resolutions of each such Person’s Board of Directors (or other managing bodyas modified by this Amendment, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyevidencing its European-1 Tranche Term Loans; (g) receipt by The Parent Borrower shall have paid to all Tranche A Term Loan Lenders on the Administrative Agent Amendment No. 1 Effective Date, simultaneously with the making of a copy of a good standing certificate for each of Tranche A-1 Term Loans under the BorrowerCredit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche A Term Loans to, but not including, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; andAmendment No. 1 Effective Date; (h) receipt by The Parent Borrower shall have paid to all Tranche B Term Loan Lenders on the Administration Agent Amendment No. 1 Effective Date, simultaneously with the making of an opinion of counsel to Tranche B-1 Term Loans under the BorrowerCredit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche B Term Loans to, but not including, the Additional Delayed Draw Amendment No. 1 Effective Date; (i) The European Subsidiary Borrower shall have paid to all European Tranche Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of European-1 Tranche Term Loans under the Credit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the GuarantorsEuropean Tranche Term Loans to, but not including, the Amendment No. 1 Effective Date; (j) The Administrative Agent shall have received the executed legal opinions, in form and substance reasonably satisfactory to the Lenders Administrative Agent, of (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Parent Borrower, (b) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Parent Borrower and (c) Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, special Tennessee counsel to certain of the U.S. Guarantors; (k) The Borrowers shall have paid (i) the Agents the fees in their sole discretionthe amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Agents, and local counsel for the Agents) of the Administrative Agent for which invoices have been presented prior to the Closing Date; and (l) At the time of and immediately after giving effect to the Amendment no Default or Event of Default has occurred and is continuing.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon and the obligation of Sprint Lender to make the Incremental Sprint Term Loan hereunder on the Incremental Sprint Term Loan Effective Date are subject to the satisfaction (or waiver in writing by each Lender) on or prior to the Incremental Sprint Term Loan Effective Date of each of the following conditions precedentconditions: (a) receipt The Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by the Borrowera duly authorized officer of Holdings, the Additional Delayed Draw BorrowerBorrower and Sprint Lender, (ii) an executed Acknowledgement and Consent, in the Guarantorsform set forth at the end of this Amendment, from each Loan Party, (iii) a Note with respect to the Incremental Sprint Term Loan conforming to the requirements hereof and executed by a duly Authorized Officer of the Borrower and (iv) an Assumption Agreement executed and delivered by a duly authorized officer of each of Clearwire Legacy LLC and Clearwire Xohm LLC. (b) The Administrative Agent shall have received opinions, addressed to the Administrative Agent and Sprint Lender dated the Lenders of a counterpart signature of Incremental Sprint Term Loan Effective Date, from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel to the others to this Amendment duly executed Borrower and delivered by each of (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. (c) The Administrative Agent shall have received from the Borrower, a certificate, dated the Additional Delayed Draw BorrowerIncremental Sprint Term Loan Effective Date, signed by an Authorized Officer of the Borrower with (x) copies of the resolutions, or such other administrative approval, of the Borrower approving the Incremental Sprint Term Loan, the Guarantors, Acknowledgement and Consent and the Assumption Agreement to be reasonably satisfactory to the Administrative Agent and the Lenders; (by) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee statement that all of the board applicable conditions set forth in Sections 3(f) and 3(g) of directors this Amendment have been satisfied as of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion;such date. (d) receipt by the The Administrative Agent of shall have received all notices, certificatesfees required to be paid, and other documentation provided by all expenses required to be paid for which invoices have been presented, on or before the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Incremental Sprint Term Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Effective Date. (e) receipt by the The Administrative Agent shall have received from the President, Chief Financial Officer or another senior financial or accounting officer of Holdings a payoff letter from Silicon Valley Bank, in form reasonably satisfactory solvency certificate that shall document the solvency of Holdings and substance satisfactory its Subsidiaries on a consolidated basis after giving effect to each Lender in its sole and absolute discretion;the transactions contemplated hereby. (f) receipt All representations and warranties contained in the Credit Agreement (as amended by this Amendment) or in the Administrative Agent of a Secretary’s Certificate, with respect other Loan Documents in effect on the Incremental Sprint Term Loan Effective Date both before and after giving effect to the BorrowerIncremental Sprint Term Loan shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Incremental Sprint Term Loan Effective Date, except to the Additional Delayed Draw Borrower extent that such representations and warranties expressly relate to an earlier date and except to the Guarantorsextent already qualified by materiality, in substantially the form delivered on the Restatement Date, which case such representations and warranties shall be true and correct in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby;all respects. (g) receipt by the Administrative Agent After giving effect to this Amendment, no Default or Event of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower Default shall have occurred and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionbe continuing.

Conditions to Effectiveness of Amendment. This Amendment shall will become effective upon (the satisfaction (or waiver in writing by each Lender“Second Amendment Date”) of each of the following conditions precedent:upon (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart of: (i) executed signature of the others pages to this Amendment duly from the Required Lenders and each Credit Party party to the Credit Agreement; (ii) the U.S. Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto; and (iii) the U.S. Pledge Agreement, executed and delivered by a duly authorized officer of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenderseach pledgor party thereto; (b) effectiveness of an amendment to the hiring by Holdings ABL Facility permitting the incurrence of a Chief Restructuring Officer Future Secured Notes in form and substance reasonably acceptable to each Lender in its sole and absolute discretion the Administrative Agent (it being understood that the “CRO”), reporting directly draft amendment to the special restructuring committee of ABL Facility previously provided to the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetAdministrative Agent is satisfactory); (c) receipt by the Administrative Agent of $292,022,616.10 constituting 100% of the Closing Budget Net Cash Proceeds from the issuance of the Additional Senior Second Lien Notes, to be applied on a pro-rata basis among the Term Loans in a form acceptable to accordance with Section 5.2 of the Lenders, collectively, in their sole and absolute discretionCredit Agreement; (d) receipt payment by the Company of (i) the fees owed to the Agents or their Affiliates and payable on the Second Amendment Date as previously agreed to in writing and (ii) the reasonable costs and expenses of the Administrative Agent of all noticesand the Collateral Agent in connection with this Amendment (including the reasonable fees, certificates, disbursements and other documentation provided by the Borrower or any charges of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as counsel to the SVB Loan Agreement since April 1, 2017, including Agents and of any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;local counsel to the Agents in connection with this Amendment); and (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by Agents shall have received the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantorsexecuted legal opinions, in form and substance reasonably satisfactory to the Lenders in their sole discretionAgents, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Parent Borrower, (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Parent Borrower and (iii) Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, special Tennessee counsel to certain of the U.S. Guarantors.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 2 Effective Date”) of each of on which the following conditions precedentare satisfied, or waived by the Administrative Agent in its sole discretion: (a) receipt by The Administrative Agent shall have received from (i) Lenders constituting the BorrowerRequired Lenders and (ii) each Loan Party a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). (b) The Administrative Agent shall have received a favorable written opinion of (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 2 Effective Date, (B) addressed to the Administrative Agent, the Additional Delayed Draw Borrower, Collateral Agent and the Guarantors, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, Loan Documents as the Administrative Agent and the Lenders;shall reasonably request. (bc) The Borrower shall have paid all reasonable fees, expenses and disbursements of M▇▇▇▇ & V▇▇ ▇▇▇▇▇ PLLC, as counsel for the hiring by Holdings Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced on or prior to the date hereof. (d) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (e) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a Chief Restructuring Officer acceptable to each Lender in recent date by the Secretary of State (or other similar official) of the jurisdiction of its sole and absolute discretion organization, or (2) otherwise certified by the “CRO”), reporting directly Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the special restructuring committee good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other equivalent governing body) of such Loan Party (or its managing body, in the case of other than a corporationgeneral partner or managing member) then in full force and effect authorizing the execution, delivery and performance of this the Loan Documents dated as of the Amendment and No. 2 Effective Date to which such person is a party and, in the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each case of the Borrower, the Additional Delayed Draw Borrower borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the GuarantorsLenders on the Amendment No. 2 Effective Date may reasonably request (including tax identification numbers and addresses); provided that, dated within 30 days in lieu of delivering the foregoing attachments, each Loan Party may certify that any such attachment that was provided to the Administrative Agent or certified to on the Amendment No. 1 Effective Date has not been in any way modified, rescinded, revoked or amended in whole or in part, in any respect, and is in full force and effect on the date hereof, from the jurisdiction of formation for each such Person; and. (hf) receipt by The Lenders shall have received a solvency certificate substantially in the Administration Agent form of an opinion of counsel Exhibit C to the Borrower, Credit Agreement and signed by a Financial Officer of the Additional Delayed Draw Borrower confirming the solvency of the Borrower and the Guarantorsits Subsidiaries on a consolidated basis, in form and substance reasonably satisfactory each case, after giving effect to this Amendment on the Lenders in their sole discretion.Amendment No. 2

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each Tranche B-1 Term Lender with a Tranche B-2 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-2 Term Commitments equal in principal amount to the amount of Tranche B-1 Term Loans held by the BorrowerNon-Exchanging Term Lenders, the Additional Delayed Draw Borrower, the Guarantors, (ii) from the Administrative Agent and (iii) from the Lenders of Borrower and each Guarantor, either (x) a counterpart signature of the others to this Amendment duly executed and delivered by each signed on behalf of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent and the Lenders;(which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed Consents from the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Required Lenders. (c) receipt by the The Administrative Agent of the shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Budget in a form acceptable Option Lenders) an executed counterpart to the Lenders, collectively, in their sole and absolute discretion;applicable Joinder Agreement. (d) receipt by The Borrower shall have paid to all Tranche B-1 Term Lenders on the Administrative Agent Amendment No. 2 Effective Date, simultaneously with the making of Tranche B-2 Term Loans under the Credit Agreement, all noticesaccrued and unpaid interest on their Tranche B-1 Term Loans to, certificatesbut not including, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Amendment No. 2 Effective Date. (e) receipt by The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Agent, the Lenders and the Issuing Banks and dated the Amendment No. 2 Effective Date) of a payoff letter from Silicon Valley Bank▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel for the Loan Parties in form and substance reasonably satisfactory to each Lender in its sole the Administrative Agent. Each of Holdings and absolute discretion;the Borrower hereby requests such counsel to deliver such opinions. (f) receipt by The Borrower shall have paid (i) the Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 2 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a Secretary’s Certificaterecent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with respect creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) signature and, to the Borrowerextent such concept exists, incumbency certificates of the Additional Delayed Draw Borrower and Responsible Officers of each Loan Party executing the GuarantorsLoan Documents to which it is a party, in substantially the form delivered on the Restatement Date, in each case attaching (iii) resolutions of each such Person’s the Board of Directors (or other managing body, in the case and/or similar governing bodies of other than a corporation) then in full force each Loan Party approving and effect authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and the transactions contemplated hereby; effect without modification or amendment, and (giv) receipt by the Administrative Agent of a copy of a good standing certificate for (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, Borrower certifying as to the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days accuracy of the date representations set forth in paragraphs (b) and (c) of Section 2 hereof, from the jurisdiction of formation for each such Person; and. (hk) receipt by the Administration The Administrative Agent of an opinion of counsel shall have received a Consent to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionthis Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: precedent (a) receipt by the Borrowersuch date, the Additional Delayed Draw Borrower“Sixth Amendment Effective Date”): a. the Borrower Representative, the Guarantors, the Administrative Agent each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders of shall have executed and delivered counterparts (or, as applicable, a counterpart signature of the others Lender Consent or a Joinder) to this Amendment duly executed and delivered by to the Administrative Agent; b. each of the Borrower, representations and warranties contained in Section 10 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersSixth Amendment Effective Date; (b) c. at the hiring by Holdings time of a Chief Restructuring Officer acceptable and immediately after giving effect to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyoccurring on the Sixth Amendment Effective Date, no Default or Event of Default exists; (g) receipt by d. the Administrative Agent of shall have received a copy of certificate dated the Sixth Amendment Effective Date and signed by a good standing certificate for each Responsible Officer of the BorrowerBorrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof, confirming that the applicable conditions under Section 2.18(a) and Section 4.02 of the Existing Credit Agreement are satisfied in respect to the Refinancing Term Loans and appending the resolutions adopted by the Borrowers approving the Refinancing Term Loans; e. the Administrative Agent shall have received a solvency certificate dated as of the Sixth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Sixth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Parent, the Additional Delayed Draw Borrower Borrowers and each other Loan Party (A) dated the Sixth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arrangers and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and Lenders and (hC) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; a. the Administrative Agent shall have received for distribution to ▇▇▇▇▇▇▇ Sachs Bank USA, in their sole discretionits capacity as Amendment Arranger, all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable on or before the Sixth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) in each case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Sixth Amendment Effective Date; b. the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (if any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Sixth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Agreement, in each case as of the Sixth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction first Business Day (or waiver in writing by each Lenderthe “Amendment No. 1 Effective Date”) of on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) from each European Tranche Term Loan Lender with a European-1 Tranche Term Loan Commitment and from Additional European-1 Tranche Term Loan Lenders having Additional European-1 Tranche Term Loan Commitments equal in principal amount to the amount of European Tranche Term Loans held by Non-Consenting European Tranche Term Loan Lenders, (ii) from each Tranche A Term Loan Lender with a Tranche A-1 Term Loan Commitment and from Additional Tranche A-1 Term Loan Lenders having Additional Tranche A-1 Term Loan Commitments equal in principal amount to the Borroweramount of Tranche A Term Loans held by Non-Consenting Tranche A Term Loan Lenders, (iii) from each Tranche B Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the Additional Delayed Draw Borroweramount of Tranche B Term Loans held by Non-Consenting Tranche B Term Loan Lenders, the Guarantors, (iv) from the Administrative Agent and the Lenders of (v) from each Borrower and each Guarantor, either (x) a counterpart signature of the others to this Amendment duly executed and delivered by each signed on behalf of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, such party or (y) written evidence satisfactory to the Administrative Agent and the Lenders(which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Parent Borrower shall have provided the hiring by Holdings Administrative Agent with a Notice of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly Borrowing two Business Days prior to the special restructuring committee Amendment No. 1 Effective Date with respect to the borrowing of Tranche A-1 Term Loans and Tranche B-1 Term Loans on the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetAmendment No. 1 Effective Date; (c) receipt by The European Subsidiary Borrower shall have provided the Administrative Agent with a Notice of the Closing Budget in a form acceptable Borrowing three Business Days prior to the Lenders, collectively, in their sole and absolute discretionAmendment No. 1 Effective Date with respect to the borrowing of European-1 Tranche Term Loans on the Amendment No. 1 Effective Date; (d) receipt Each Tranche A-1 Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more Tranche A-1 Term Notes payable to the order of such Lender duly executed by the Administrative Agent Parent Borrower in substantially the form of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant Exhibit K-1 to the SVB Loan Agreement since April 1Credit Agreement, 2017as modified by this Amendment, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesevidencing its Tranche A-1 Term Loans; (e) receipt Each Tranche B-1 Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more Tranche B-1 Term Notes payable to the order of such Lender duly executed by the Administrative Agent Parent Borrower in substantially the form of a payoff letter from Silicon Valley BankExhibit K-2 to the Credit Agreement, in form and substance satisfactory to each Lender in as modified by this Amendment, evidencing its sole and absolute discretionTranche B-1 Term Loans; (f) receipt Each European-1 Tranche Term Loan Lender shall have received, if requested at least three Business Days prior to the date on which each of the other conditions to the Amendment No. 1 Effective Date have been met, one or more European-1 Tranche Term Notes payable to the order of such Lender duly executed by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Parent Borrower and the Guarantors, in substantially the form delivered on of Exhibit K-4 to the Restatement DateCredit Agreement, in each case attaching resolutions of each such Person’s Board of Directors (or other managing bodyas modified by this Amendment, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyevidencing its European-1 Tranche Term Loans; (g) receipt by The Parent Borrower shall have paid to all Tranche A Term Loan Lenders on the Administrative Agent Amendment No. 1 Effective Date, simultaneously with the making of a copy of a good standing certificate for each of Tranche A-1 Term Loans under the BorrowerCredit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche A Term Loans to, but not including, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; andAmendment No. 1 Effective Date; (h) receipt by The Parent Borrower shall have paid to all Tranche B Term Loan Lenders on the Administration Agent Amendment No. 1 Effective Date, simultaneously with the making of an opinion of counsel to Tranche B-1 Term Loans under the BorrowerCredit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche B Term Loans to, but not including, the Additional Delayed Draw Amendment No. 1 Effective Date; (i) The European Subsidiary Borrower shall have paid to all European Tranche Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of European-1 Tranche Term Loans under the Credit Agreement, all accrued and unpaid interest (including any Reserve Amount) on the GuarantorsEuropean Tranche Term Loans to, but not including, the Amendment No. 1 Effective Date; (j) The Administrative Agent shall have received the executed legal opinions, in form and substance reasonably satisfactory to the Lenders Administrative Agent, of (a) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, special New York counsel to the Parent Borrower, (b) R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Parent Borrower and (c) Bass, B▇▇▇▇ & S▇▇▇ PLC, special Tennessee counsel to certain of the U.S. Guarantors; (k) The Borrowers shall have paid (i) the Agents the fees in their sole discretionthe amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp, counsel for the Agents, and local counsel for the Agents) of the Administrative Agent for which invoices have been presented prior to the Closing Date; and (l) At the time of and immediately after giving effect to the Amendment no Default or Event of Default has occurred and is continuing.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective upon and the obligation of the Banks to make Revolving Credit Loans under their increased Commitments is subject to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: (aA) receipt by Replacement Revolving Credit Notes in the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature principal amount of the others increased Commitments shall have been delivered to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersBanks; (bB) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole The representations and absolute discretion (the “CRO”), reporting directly to the special restructuring committee warranties of the board Borrower contained in Article 5 of directors of Holdingsthe Credit Agreement shall be true as though such representations and warranties had been made today, to except (i) oversee all aspects for representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall continue to be true as of daily the specific dates or times referred to therein and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with as indicated on the Weekly Budgetupdated Credit Agreement disclosure schedules attached hereto; (cC) receipt by the Administrative Agent The Borrower shall have performed and complied with all covenants and conditions of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretionCredit Agreement as amended hereby; (dD) receipt by the Administrative Agent No Event of all notices, certificates, Default or Potential Default shall have occurred and other documentation provided by be continuing or shall exist; (E) No Material Adverse Change in the Borrower or any of its Affiliates, or any Subsidiaries shall have occurred since the date of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesBorrower's financial statements most recently reviewed by the Banks; (eF) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect The Borrower shall have delivered to the Borrower, Agent for the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions benefit of each such Person’s Board Bank a certificate of Directors (the Secretary or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each Assistant Secretary of the Borrower, certifying as to (i) all action taken by the Additional Delayed Draw Borrower in connection with this Amendment, the replacement Revolving Credit Notes, and any related Loan Documents (collectively, the "Amendment Documents"); (ii) the names of the officer or officers authorized to sign this Amendment, the replacement Revolving Credit Notes, and the Guarantors, dated within 30 days related Loan Documents; and (iii) the absence of any changes in the certificate of incorporation and bylaws of the date hereofBorrower as they were in effect on March 31, from 1997, the jurisdiction of formation for each such Person; andClosing Date under the Credit Agreement; (hG) receipt by The Borrower shall have delivered to the Administration Agent for the benefit of an each Bank a written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, general counsel to the Borrower, as to the Additional Delayed Draw Borrower corporate existence and good standing of the Borrower; the due authorization, execution, delivery and enforceability of the Amendment Documents; the absence of conflicts between the Amendment Documents and the Guarantorsorganizational documents of the Borrower, in form applicable laws, and substance other debt obligations of the Borrower; the absence of material litigation or claims against the Borrower; and such other matters as the Agent may reasonably satisfactory request; (H) The Borrower shall have delivered to the Lenders Agent satisfactory evidence that the "Majority Holders" under the Alco Note have consented to the increase in their sole discretionthe amount of "Superior Debt" permitted under the Alco Note to $125,000,000, plus interest; and (I) The Borrower shall have paid to the Agent, for itself and for the account of the Banks, all commitment and other fees due in connection with this Amendment.

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2, shall become effective upon and the satisfaction provisions set forth in Sections 1 and 2 shall become operative, and each New Incremental Term Loan Lender shall make New Term Loans in the amount of its respective New Term Loan Commitment, on the date and at the time (or waiver in writing by each Lenderthe “Amendment No. 2 Effective Time”) of at which each of the following conditions precedentare satisfied or waived by each applicable party: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the The Administrative Agent and the Lenders of a counterpart shall have received executed signature of the others pages to this Amendment duly executed and delivered by from each of the BorrowerLender party hereto, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Borrower and the Lenders;each other Loan Party. (b) The Administrative Agent shall have received a certificate from an officer or director of the hiring by Holdings of a Chief Restructuring Officer acceptable Borrower stating that the Revolving Facility Agreement shall have become effective pursuant to each Lender and in its sole accordance with the terms and absolute discretion conditions thereof and Loans (as defined in the “CRO”), reporting directly Revolving Facility Agreement) shall have been made available to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Borrower. (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable The Incremental Term Lenders party hereto shall have received all amounts due and payable on or prior to the Lenders, collectively, in their sole and absolute discretion;Amendment No. 2 Effective Time to the extent invoiced at least one Business Day prior to the Amendment No. 2 Effective Time. (d) receipt by the The Administrative Agent shall have received a certificate of all notices, certificates, and other documentation provided by the Secretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of the its board of directors or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, other appropriate governing body with respect to the Borrowerauthorization of the Borrower or such Guarantor to execute and deliver the Amendment and to enter into the transactions contemplated hereby, (ii) the Additional Delayed Draw officers of the Borrower or such Guarantor (y) who are authorized to sign this Amendment and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the Guarantors, purposes of signing documents and giving notices and other communications in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of connection with this Amendment and the transactions contemplated hereby;, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (e) The Administrative Agent shall have received a certificate from an officer or director of the Borrower attaching the same (i) certificates of good standing from the applicable Secretary of State (or equivalent) of the State of organization of each Loan Party and (ii) certificate of insurance coverage of the Borrower, in each case, as delivered to the administrative agent under the Revolving Facility Agreement. (f) The New Incremental Term Lenders shall have received, on behalf of itself, and the New Incremental Term Lenders, an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower and the Guarantors. (g) receipt by the The Administrative Agent of shall have received a copy of a good standing certificate for each from an authorized officer of the Borrower, Borrower that the Additional Delayed Draw Borrower and Merger shall have been consummated or will be consummated substantially concurrently with the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.Amendment No. 2

Conditions to Effectiveness of Amendment. This The effectiveness of the Amendment shall become effective upon No. 3 Incremental Commitments and FILO Commitments and the amendments set forth in Section 2 above are subject to satisfaction (or waiver in writing by each Lenderthe Amendment No. 3 Lead Arrangers) of each of the following conditions precedent:precedent (the date of such satisfaction being the “Amendment No. 3 Effective Date”): (a) receipt The Administrative Agent shall have received counterparts of this Agreement executed by the Borrowera Responsible Officer of each Loan Party and a duly authorized officer of each Incremental Lender, the Additional Delayed Draw BorrowerRevolving Lenders which constitute the Super Majority Lenders (immediately prior to giving effect to the FILO Commitments), the GuarantorsAssignor Lenders, the Administrative Agent each Issuing Bank and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;Swing Line Lender. (b) All fees and expenses required to be paid hereunder on the hiring by Holdings of a Chief Restructuring Officer acceptable Amendment No. 3 Effective Date and, with respect to each Lender in its sole expenses and absolute discretion (the “CRO”)legal fees, reporting directly to the special restructuring committee extent invoiced in reasonable detail at least two Business Days before the Amendment No. 3 Effective Date (except as otherwise reasonably agreed to by the Borrower) shall have been paid in full, it being agreed that such fees and expenses may be paid with the proceeds of the board funding of directors one or more of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;Facilities. (c) receipt by the The Administrative Agent shall have received a certificate from a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date, certifying as to the (A) Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (B) certificates of good standing, or its equivalent, from the secretary of state or other applicable office of the Closing Budget jurisdiction of organization or formation of each Loan Party if applicable in the relevant jurisdiction, (C) resolutions or other applicable action of each Loan Party and (D) an incumbency certificate and/or other certificate of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a form acceptable Responsible Officer in connection with this Amendment and the other Loan Documents to which it is a party on the Lenders, collectively, in their sole and absolute discretion;Amendment No. 3 Effective Date. (d) receipt by the The Administrative Agent of all notices, certificates, and other documentation provided by shall have received an opinion from the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant following special counsel to the SVB Loan Agreement since April 1Parties (or certain of the Loan Parties): (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 2017with respect to matters of New York and certain aspects of Delaware law and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, including any borrowing base certificateswith respect to matters of the provinces of British Columbia, summary accounts receivable Québec and accounts payable agings, Ontario and inventory certificates;the federal laws of Canada applicable therein. (e) receipt by the The Administrative Agent shall have received a certificate from the chief financial officer or other officer with equivalent duties of a payoff letter from Silicon Valley Bank, in form and substance satisfactory the Borrower as to each Lender in its sole and absolute discretion;the Solvency (after giving effect to the Amendment No. 3 Transactions) of the Borrower. (f) receipt by the The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements of a Secretary’s Certificate, the Amended Credit Agreement with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered Borrowing on the Restatement Amendment No. 3 Effective Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby;. (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel The Revolving Lenders shall have received at least three Business Days prior to the BorrowerAmendment No. 3 Effective Date (i) all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the Additional Delayed Draw Borrower USA PATRIOT Act and the Guarantors, in form and substance reasonably satisfactory (ii) to the Lenders extent the Borrower or Co-Borrower qualifies as a “legal entity customer” a Beneficial Ownership Certification, that in their sole discretion.each case has been requested in writing at least ten Business Days prior to the Amendment No. 3

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “Effective Date”) of on which each of the following conditions precedenthas been satisfied: (a) receipt by the BorrowerAgent shall have received counterparts of this Amendment that, when taken together, bear the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature signatures of the others to this Amendment duly executed Credit Parties and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and all the Lenders; (b) the hiring by Holdings Agent shall have received payment of any and all fees owing in connection with this Amendment, including a Chief Restructuring Officer acceptable commitment increase fee payable to each Lender whose Commitment is being increased pursuant to this Amendment in its sole and absolute discretion the amount of 20 basis points (0.2%) on the “CRO”), reporting directly to the special restructuring committee amount of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;such increase. (c) receipt by to the Administrative Agent of the Closing Budget in a form acceptable to extent invoiced, the Lenders, collectivelythe Agent and the Book-Runner shall have received payment or reimbursement of their out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Lenders, in their sole the Agent or the Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and absolute discretiondisbursements of counsel for the Agent; (d) receipt the Borrowers shall have delivered to the Agent such certificates of authorized officers of the Borrowers and the Guarantors, certificates of Governmental Authorities, certified copies of the certificates of incorporation, formation, bylaws and operating agreements, as applicable, of the Borrowers and the Guarantors (or certified confirmation that no amendments, modifications or revisions have been to those previously certifies and delivered to the Agent, as applicable), certified copies of resolutions of the directors, managers or members, as applicable of the Borrowers and the Guarantors and such other documents, instruments and agreements as the Agent shall require to evidence the valid corporate existence and authority to conduct business of the Borrowers and the Guarantors and the due authorization, execution and delivery of this Amendment any other documents related to this Amendment and any other legal matters relating to the Borrowers, the Guarantors, any Subsidiary or the other Loan Documents by the Administrative Agent of Borrowers and/or the Guarantors, all notices, certificates, in a form and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant substance reasonable satisfactory to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable Agent and accounts payable agings, and inventory certificatesits counsel; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect Borrowers shall have delivered to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than Agent a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the Additional Delayed Draw Borrower Borrowers and the GuarantorsGuarantors dated as of the Effective Date, addressed to the Agent and the Lenders and covering such matters in connection with the foregoing as the Agent or the Lenders may reasonably request, in a form and substance reasonably satisfactory to the Lenders Agent and its counsel; and (f) the Borrowers shall have delivered to the Agent new duly completed and executed Revolving Credit Notes dated as the Effective Date for each Lender who has increased its Commitment pursuant to this Amendment, and in their sole discretioneach case payable to the order of such Lender.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction date first above written (or waiver in writing by each Lenderthe "EFFECTIVE DATE") of each of on the first day when the following conditions precedenthave been satisfied: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this This Amendment duly shall have been executed and delivered by each of the Borrower, the Additional Delayed Draw BorrowerLenders, the Guarantors, the Administrative Agent and the LendersCo-Agent; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole Borrower shall have executed and absolute discretion (the “CRO”), reporting directly delivered to the special restructuring committee Lenders a letter agreement pursuant to which Borrower shall have agreed to enter into an amendment and supplement to the Warrant Agreement dated as of the board July 31, 1996 among Vari-Lite International, Inc. and certain of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, providing for reductions in their sole and absolute discretion; (d) receipt by the Administrative Agent exercise price of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank common stock purchase warrants issued pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agingsterms of such Warrant Agreement, and inventory certificates; (e) receipt by the Administrative Agent issuance of a payoff letter from Silicon Valley Bankadditional common stock purchase warrants to Chase Bank of Texas, N.A., in form and substance satisfactory to each Lender in its sole and absolute discretionthe Lenders; (fc) receipt by The Agent shall have received a certificate of the Administrative Agent Secretary or Assistant Secretary of a Secretary’s Certificate, with respect to Borrower attaching and certifying copies of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board the board of Directors (or other managing body, in the case directors of other than a corporation) then in full force and effect Borrower authorizing the execution, delivery and performance of this Amendment and all other documents to be executed and delivered by Borrower pursuant to the transactions contemplated herebyterms of this Amendment; (gd) receipt by the Administrative The Agent shall have received a certificate of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days as of the date hereof, from signed by the jurisdiction Secretary or an Assistant Secretary of formation for Borrower certifying (i) as to the name(s), true signature(s) and incumbency of the officer(s) of Borrower authorized to execute and deliver this Amendment and each other document being executed and delivered pursuant to the requirements of this Amendment, and (ii) that Borrower's articles or certificate of incorporation and by-laws attached to such Personcertificate have not been amended or modified and are in full force and effect as of the date hereof; (e) The Agent shall have received the favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to Borrower, addressed to the Agents and the Lenders, covering such matters relating to Borrower and the transactions contemplated by this Amendment as the Lenders may request; and (hf) receipt The Agent shall have received payment in full from Borrower for all outstanding costs and expenses required to be paid or reimbursed by Borrower under the Administration Agent of an opinion Credit Agreement, including without limitation, all professional fees and expenses of counsel to for the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionAgents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective (the “Fourth Amendment Effective Date”) upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of in a counterpart signature of the others manner satisfactory to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;: (ba) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee The Administrative Agent shall have received executed counterparts of the board of directors of Holdingsfollowing documents and instruments or such other items as are described below, to (i) oversee all aspects of daily and weekly cash flowsas the case maybe, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, each in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Amendment, duly executed and delivered by the Borrower, the other Credit Parties, the Administrative Agent and each Lender in its sole and absolute discretionof the Lenders; (fii) receipt amended and restated Schedules 1.1, 3.15, 3.18, 3.19, 3.23(b)-(j), 4.14, 5.1, 5.4, 5.5, 5.9 and P-1 to the Existing Credit Agreement; (iii) the duly executed amendment to the Benchmark Subordination Agreement; (iv) a duly executed Control Agreement for all accounts maintained with Bank of America, N.A.; (v) a fee agreement, duly executed and delivered by the Borrower and the Administrative Agent; (vi) the Approved Budget, certified by a Responsible Officer of the Borrower, certifying that the projections therein have been prepared in good faith based on reasonable assumptions, and that such projections contain no statements or conclusions (and there are no omissions of information) which are based upon or include information known to the Credit Parties to be misleading in any material respect or which fail to take into account information known to the Credit Parties regarding materials reported therein; (vii) the most recently available audited consolidated balance sheet of Holdings and its Subsidiaries, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the corresponding period; (viii) the Perfection Certificate; (ix) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (x) a Secretary’s Certificatelegal opinion from (a) G▇▇▇▇▇▇ P▇▇▇▇▇▇ LLP, designated transactional counsel to the Credit Parties and (b) T▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP and S▇▇▇▇ & W▇▇▇▇▇ L.L.P., local Indiana and Nevada counsel to the Credit Parties, respectively; (xi) customary insurance certificates and endorsements thereto naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the Borrowerproperties of the Credit Parties forming part of the Collateral; provided, in the event such certificates and endorsements are not provided on the Fourth Amendment Effective Date, the Additional Delayed Draw Borrower shall provide such certificates and endorsements in accordance with Schedule 4.14 of the Guarantors, in substantially Credit Agreement; (xii) a certificate of a Responsible Officer of each Credit Party dated the form delivered on the Restatement Fourth Amendment Effective Date, in each case attaching resolutions certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of each Credit Party, as of a recent date, from such Person’s Board Secretary of Directors State of the state of its organization (or other managing bodyapplicable Governmental Authority to the extent available), in (2) a true and complete copy of each Organization Document of such Credit Party, and (3) is a true and complete copy of resolutions duly adopted by the case board of other than a corporation) then in full force and effect directors or similar governing body of such Credit Party authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyother Loan Documents to which such Credit Party is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (B) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (xii); (gxiii) receipt a certificate signed by a Responsible Officer of the Borrower dated the Fourth Amendment Effective Date certifying (I) no Default or Event of Default exists, (II) all representations and warranties of each Credit Party set forth in the Loan Documents are true and correct, and (III) all other conditions set forth in this Section 4 have been satisfied; (xiv) a Loan Request; (xv) the Sacramone Note; (xvi) a new or amended employment agreement by and between F▇▇▇ ▇▇▇▇▇▇▇▇▇ and Benchmark; (xvii) a new or amended employment agreement by and between B▇▇▇▇ ▇▇▇▇▇▇▇ and Benchmark; (xviii) a solvency certificate from the chief executive officer or chief financial officer of Holdings in substantially the form of Exhibit 2.1(c) to the Credit Agreement; (xix) a trademark security agreement executed by Crosslayer, Inc.; (xx) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent of a copy of a good standing certificate for each of in order to perfect such Liens, duly authorized by the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonCredit Parties; and (hxxi) receipt such other additional documents, information or agreements as the Administrative Agent may reasonably request. (b) The Fourth Amendment Lateral Stock shall have been issued by the Administration Agent Holdings. (c) The Borrower shall have appointed a chief restructuring officer on terms (including, without limitation, scope of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory duties) acceptable to the Lenders in their sole reasonable discretion. (d) All fees and other amounts due and payable hereunder or under the Credit Agreement (including without limitation the reasonable and documented fees and expenses of King & Spalding LLP) on or prior to the Fourth Amendment Effective Date, including, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document. (e) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby) or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby. (f) The representations and warranties set forth in Section 5 of this Amendment shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date. (g) The Administrative Agent and Lenders shall have satisfactorily completed their business and legal due diligence review of the Credit Parties and their assets, including their review with respect to the general affairs, management, prospects, financial position, stockholders equity, results of operations, corporate and capital structure of Holdings and its Subsidiaries, and tax and accounting diligence, including with respect to the potentially accrued and unpaid payroll tax liability of the Credit Parties. Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to any Credit Parties and their Subsidiaries as of the Fourth Amendment Effective Date that are materially inconsistent with the material previously provided to the Administrative Agent and Lenders for their due diligence review of the Credit Parties. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective upon as of the satisfaction date (or waiver in writing by each Lenderthe “First Amendment Effective Date”) of each of on which the following conditions precedenthave been satisfied or waived: (a) receipt by The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the Borrowersignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Additional Delayed Draw Borrower, the Guarantors, signature of the Administrative Agent and the Lenders of (iii) a counterpart signature of the others to this Amendment duly executed and delivered by completed counterpart hereof that bears the signature of each of the BorrowerLenders, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Supplemental Term Lenders and the Lenderseach Issuing Bank; (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the hiring by Holdings form of a Chief Restructuring Officer acceptable to Annex I hereto from an authorized officer of each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly BudgetLoan Party; (c) receipt by the The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the First Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Closing Budget in Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a form acceptable to Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the LendersCredit Agreement, collectively, in their sole whether or not any such amounts are then due and absolute discretionpayable; (d) receipt by the Administrative Agent No Event of all notices, certificates, Default or Default shall have occurred and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant be continuing both before and after giving effect to the SVB Loan Agreement since April 1, 2017transactions contemplated by this Amendment, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificatesthe funding of the Supplemental Term Loans; (e) receipt by the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, the representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except to the extent such representation and warranty speaks to an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a payoff letter from Silicon Valley Bankcertificate of each Loan Party, dated as of the First Amendment Effective Date, in form and substance satisfactory reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Lender in its sole and absolute discretion; (f) receipt Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the Administrative Agent applicable Governmental Authority, (ii) signature and incumbency certificates of a Secretary’s Certificatethe Responsible Officers of each Loan Party executing this Amendment, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching (iii) resolutions of each such Person’s the Board of Directors (or other managing body, in the case and/or similar governing bodies of other than a corporation) then in full force each Loan Party approving and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyLoan Documents to which it is a party, in each case, certified as of the First Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (g) receipt by the The Administrative Agent of shall have received a copy of a good standing certificate for each of the Borrowerchief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment and assuming the Additional Delayed Draw Borrower Supplemental Term Loans have been fully funded on the First Amendment Effective Date, of Holdings and its Subsidiaries on a consolidated basis in substantially the Guarantors, dated within 30 days form of Exhibit E to the date hereof, from the jurisdiction of formation for each such Person; andAmended Credit Agreement; (h) receipt by The Administrative Agent shall have received the Administration Agent executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the First Amendment Effective Date) of an opinion of (i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, New York counsel to the BorrowerLoan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Georgia counsel to the Additional Delayed Draw Borrower and the GuarantorsLoan Parties, in each case, in form and substance reasonably satisfactory to the Lenders Administrative Agent; (i) The Administrative Agent shall have received at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in their sole discretionwriting at least five (5) Business Days prior to the First Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (j) After giving effect to this Amendment, to the Supplemental Revolving Commitments and to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or credit extensions to be made to the Borrower on the First Amendment Effective Date, the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of the Amended Credit Agreement as of the last day of the most recent Test Period.

Conditions to Effectiveness of Amendment. This 2.1 The effectiveness of the amendments and waivers set forth in this Amendment shall become effective upon No. 4 is subject to the satisfaction (prior or waiver in writing by each Lender) of each simultaneous fulfillment of the following conditions precedentconditions: (a) receipt The Agent shall have received this Amendment No. 4 executed by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of (i) a counterpart signature duly authorized officer or officers of the others to this Amendment duly executed Company and delivered by each of (ii) the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Required Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance The Agent shall have received such other documents as it shall have reasonably requested consistent with the Weekly Budgetterms hereof; (c) receipt by the Administrative Agent The representations and warranties set forth in Section 3 hereof shall be true and correct on and as of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretionAmendment No. 4 Effective Date; (d) receipt by the Administrative Agent Holders of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directorsIndebtedness under each Covenant Credit Facility shall have executed, to Silicon Valley Bank pursuant the extent required by each such Covenant Credit Facility, waivers or amendments to such credit facilities satisfactory to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable Agent and accounts payable agings, the Required Lenders containing amendments to the covenants and inventory certificatesrelated definitions in such credit facilities identical to those set forth in Section 1 of this Amendment No. 4; (e) receipt by The Agent shall have received payment of all of its out-of-pocket expenses, including the Administrative reasonable fees and expenses of its counsel ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP incurred in connection with this Amendment No. 4; (f) The Agent of a payoff letter from Silicon Valley Bank, shall have received an amendment to the ▇▇▇▇▇▇ Facility Agreement in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt the Agent executed by the Administrative Agent of a Secretary’s Certificate, with respect parties to the Borrower, ▇▇▇▇▇▇ Facility Agreement extending the Additional Delayed Draw Borrower and maturity date of the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors Tranche B Loan (or other managing body, as defined in the case of other than a corporation▇▇▇▇▇▇ Facility Agreement) then in full force and effect authorizing the executionto July 31, delivery and performance of this Amendment and the transactions contemplated hereby2000; (g) receipt by The Agent shall have received the Administrative Agent of a copy of a good standing certificate for each Efficacy Certificate and $6,000,000 of the Borrower, ▇▇▇▇▇ Efficacy Payment shall have been deposited in the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonReserve Account; and (h) receipt by the Administration The Agent shall have received confirmation that each of an opinion of O'Melveny & ▇▇▇▇▇ LLP, counsel to the BorrowerSteering Committee, the Additional Delayed Draw Borrower and the GuarantorsErnst & Young Restructuring LLC, in form and substance reasonably satisfactory financial advisor to the Lenders Steering Committee, shall have received payment of their respective reasonable fees and expenses incurred through June 30, 2000. 2.2 The date on which the conditions set forth in their sole discretionSection 2.1 are satisfied is the "Amendment No. 4 Effective Date".

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective upon occur on the date of the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedent: precedent (a) receipt by the Borrowersuch date, the Additional Delayed Draw Borrower“Fifth Amendment Effective Date”): a. the Borrower Representative, the Guarantors, the Administrative Agent each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders of shall have executed and delivered counterparts (or, as applicable, a counterpart signature of the others Lender Consent or a Joinder) to this Amendment duly executed and delivered by to the Administrative Agent; b. each of the Borrower, representations and warranties contained in Section 9 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the LendersFifth Amendment Effective Date; (b) c. at the hiring by Holdings time of a Chief Restructuring Officer acceptable and immediately after giving effect to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated herebyoccurring on the Fifth Amendment Effective Date, no Default or Event of Default exists; (g) receipt by d. the Administrative Agent of shall have received a copy of certificate dated the Fifth Amendment Effective Date and signed by a good standing certificate for each Responsible Officer of the BorrowerBorrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 6(c) hereof; e. the Administrative Agent shall have received a solvency certificate dated as of the Fifth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Fifth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Parent, the Additional Delayed Draw Borrower Borrowers and each other Loan Party (A) dated the Fifth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arrangers and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and Lenders and (hC) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; g. the Administrative Agent shall have received for distribution to ▇▇▇▇▇▇▇ Sachs Bank USA, in their sole discretion.its capacity as Amendment Arranger, all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable on or before the Fifth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) in each case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Fifth Amendment Effective Date; h. the Administrative Agent shall have received for distribution to each New Term Lender that shall have delivered (by facsimile or otherwise) an executed signature page to this Amendment (or, as applicable, a Lender Consent or a Joinder) prior to the Consent Deadline (as defined below), a non-refundable special participation fee in an amount equal to 0.125% multiplied by the unpaid principal balance of the Refinancing Term Loans denominated in Euro held by such Existing Term Lender on the Fifth Amendment Effective Date after giving effect to this Amendment and transactions contemplated hereby. For purposes hereof, “Consent Deadline” shall mean 5:00 p.m. London time on October 26, 2017; and

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction date (or waiver in writing by each Lenderthe “Amendment No. 2 Effective Date”) of when, and only when, each of the following conditions precedent:have been satisfied (or waived by the Administrative Agent, each Lender (after giving effect to the Incremental Revolving Commitments established hereby) and the Issuing Bank): (a) receipt The Administrative Agent shall have received from (i) the Lenders (determined after giving effect to the Incremental Revolving Commitments established hereby), (ii) the Issuing Bank, (iii) Holdings and (iv) the Borrower a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). (b) The representations and warranties of each Loan Party set forth in Section 3 shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) on and as of the BorrowerAmendment No. 2 Effective Date, with the Additional Delayed Draw Borrowersame effect as though made on and as of such date; provided that to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects (or in all respects to the Guarantorsextent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) as of such earlier date. (c) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank, a favorable written opinion of each of (1) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties and (2) ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties, in each case (A) dated the Amendment No. 2 Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders of a counterpart signature as of the others Amendment No. 2 Effective Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, other Loan Documents as the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion;shall reasonably request. (d) receipt by the The Administrative Agent shall have received a certificate of all notices, certificates, and other documentation provided by the Borrower Secretary or any of its Affiliates, Assistant Secretary or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions similar officer of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the GuarantorsLoan Party, in form and substance reasonably satisfactory to the Lenders Administrative Agent and in any event substantially similar in form and substance to the corresponding certificates delivered on the Closing Date. (i) The Administrative Agent shall have received a Borrowing Base Certificate as of the Amendment No. 2 Effective Date from the Borrower, which Borrowing Base Certificate shall include, for the avoidance of doubt, any Spare Engines that the Borrower proposes to include in Eligible Equipment as of the Amendment No. 2 Effective Date, with such customary supporting information as the Administrative Agent shall have reasonably requested and (ii) substantially concurrently with the effectiveness of this Amendment, the Borrower shall have caused FAA Mortgages to be filed with the FAA in respect of the Spare Engines included in the Borrowing Base Certificate delivered pursuant to the foregoing clause (i). (f) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment filings made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens. (g) The Borrower shall have paid (i) all fees payable to any Lender, the Administrative Agent or any of their sole discretionrespective affiliates as agreed between such Lender or the Administrative Agent and the Borrower and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment, in the case of clause (ii), to the extent invoiced at least three (3) Business Days prior to the date hereof. (h) After giving effect to the Amendment, the Collateral and Guarantee Requirement shall be satisfied. (i) The Administrative Agent and each applicable Lender shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrower at least 10 days prior to the Amendment No. 2 Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Amendment No. 2 Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the Effective Date upon the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: (a) receipt by the BorrowerThe Administrative Agent, the Additional Delayed Draw Loan Administrator, the Majority Lenders signatory hereto and the Incremental Lenders shall have received counterparts of this Amendment executed by each other, the Borrower, the Guarantors, the Administrative Agent Agent, the Loan Administrator, the Majority Lenders and the Incremental Lenders. (b) The Administrative Agent, the Loan Administrator, the Majority Lenders and the Incremental Lenders shall have received a Notice of a counterpart signature Borrowing (with necessary conforming changes) from the Borrower executed by Responsible Officer of the others to this Amendment duly executed Borrower and delivered by each in compliance with the requirements of Sections 2.03 and 2.06 of the Credit Agreement as amended hereby. (c) The Incremental Lenders shall be satisfied that there shall not occur as a result of the funding of the Incremental Loans on the Funding Date, a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the Borrower, ’s or Guarantors’ debt instruments and other material agreements (other than as contemplated by the Additional Delayed Draw Borrower, Senior Notes Forbearance Agreement or the Guarantors, Second Lien Forbearance Agreement). Such determination by the Incremental Lenders shall be binding on the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion;Loan Administrator without further inquiry. (d) receipt by All necessary governmental and third party consents and approvals necessary in connection with the Administrative Agent of all noticesIncremental Loans shall have been obtained and shall remain in effect; and no law or regulation shall be applicable that restrains, certificates, and other documentation provided by prevents or imposes adverse conditions upon the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates;Transactions. (e) receipt by the The Administrative Agent for the benefit of the Lenders (including the Incremental Lenders) shall have a payoff letter from Silicon Valley Bankvalid and perfected first priority lien on and security interest in any Collateral granted under the Credit Agreement as amended hereby and the Loan Documents. (f) The Administrative Agent, the Loan Administrator, the Majority Lenders signatory hereto and the Incremental Lenders shall have received the Borrower’s updated 6-week budget (the “Updated Budget”) giving effect to the incurrence of the Incremental Loans on the Funding Date, which will govern the use of the proceeds of the Incremental Loans in accordance with Section 9.01 of the Credit Agreement and which Updated Budget shall be in form and substance satisfactory to each Lender in its sole and absolute discretion;the Incremental Lenders. (fg) receipt by the Administrative Agent of a Secretary’s Certificate, with respect After giving effect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each funding of the BorrowerIncremental Loans, no Default or Event of Default shall exist under the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days Credit Agreement as amended hereby or under any Loan Document as of the date hereof, from the jurisdiction of formation for each such Person; andEffective Date. (h) receipt by The representations and warranties contained in the Administration Agent Credit Agreement as amended hereby and the Loan Documents shall be true and correct on and as of an opinion the Effective Date in all material respects as though made as of counsel the Effective Date (except to the Borrowerextent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, immediately prior to, and after giving effect to, the Additional Delayed Draw Borrower funding of the Incremental Loans being made on the Funding Date. (i) The Administrative Agent, the Loan Administrator, the Majority Lenders and the GuarantorsIncremental Lenders shall have received, in form and substance reasonably satisfactory to the Lenders Incremental Lenders, a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Loan Parties. (j) If the Loan Administrator has not received written notice from the Borrower, the Majority Lenders, or any Incremental Lender that any of the foregoing conditions in their sole discretionthis Section 6 has not been satisfied prior to the Funding Date, it may assume without further inquiry that such condition has been satisfied.

Conditions to Effectiveness of Amendment. This Amendment shall become be effective upon as of the Second Amendment Effective Date subject only to the satisfaction (or waiver in writing by each Lender) of each of the following conditions precedentconditions: (a) receipt The Lenders shall have received this Amendment, duly executed by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent Credit Parties and the Lenders of Amendment Fee Notes, duly executed by the Borrowers, and a counterpart signature true, correct and complete copy of the others to this Amendment duly executed and delivered by each of the BorrowerSale Agreement, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders;which shall be attached hereto as Exhibit A. (b) The Borrowers shall pay to the hiring by Holdings Lenders a non-refundable amendment fee equal to $348,149.65 (which amount is 1.0% of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion the aggregate Principal Amount of the Notes, excluding the Bridge Notes) (the “CROAmendment Fee”), reporting directly to which shall be evidenced by the special restructuring committee of Amendment Fee Notes. The Amendment Fee shall be fully earned on the board of directors of Holdings, to (i) oversee all aspects of daily date hereof and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget;non-refundable. (c) receipt by the Administrative Agent As of the Closing Budget in a form acceptable Second Amendment Effective Date, and after giving effect to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Second Amendment and the transactions contemplated hereby, (i) no Event of Default shall have occurred and be continuing; (gii) receipt by the Administrative Agent representations and warranties of the Credit Parties contained in ARTICLE 4 of the Purchase Agreement and in the other Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date (except to the extent expressly made as of a copy prior date (other than the Restated Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of a good standing certificate for each such earlier date), with exceptions to the foregoing being disclosed to the Lenders in the form of updated Schedules to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such PersonPurchase Agreement; and (hiii) receipt the Credit Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by the Administration Agent of an opinion of counsel it on or prior to the BorrowerSecond Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Lender has waived in writing), and, to the extent that any Schedules hereto are incomplete or inaccurate as of the Second Amendment Effective Date, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretionCredit Parties shall deliver updated Schedules.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon on the satisfaction (or waiver in writing by each Lender) of first Business Day on which each of the following conditions precedentis satisfied: (a) receipt The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which L▇▇▇▇▇▇ described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Additional Delayed Draw BorrowerAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the Guarantorsreasonable fees, charges and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lenders of a counterpart signature Amendment No. 7 Arrangers) of the others Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment duly executed (and delivered by each any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the Additional Delayed Draw Borrowerextensions of credit contemplated hereunder, the Guarantors, the Administrative Agent and the Lenders; (bx) the hiring by Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, (y) signature and incumbency certificates of the Additional Delayed Draw Borrower Authorized Officers of Holdings and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of Borrower executing this Amendment and the transactions contemplated herebyother Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) receipt by the The Administrative Agent shall have received a Notice of a copy of a good standing certificate for each Borrowing in respect of the BorrowerTranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Additional Delayed Draw Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the GuarantorsGuarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, dated within 30 days of including, without limitation, the date hereof, from the jurisdiction of formation for each such PersonPatriot Act; and (hk) receipt by If the Administration Agent of an opinion of counsel Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in form and substance reasonably satisfactory to the Lenders in their sole discretion.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon as of the satisfaction (or waiver in writing by each Lender) of date on which the Administrative Agent shall have received each of the following conditions precedent:(the “Effective Date”): (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Subsidiary Guarantors, the Administrative Agent Lenders (including each New Lender) and the Lenders;Administrative Agent. (b) the hiring by Holdings a counterpart of a Chief Restructuring Officer acceptable Note payable to each New Lender if such New Lender requests a Note in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance connection with the Weekly Budget;this Amendment. (c) receipt by the Administrative Agent a pro forma Borrowing Base Certificate showing a calculation of the Closing Budget in a form acceptable Borrowing Base after giving effect to the Lenders, collectively, in their sole and absolute discretion;this Amendment. (d) receipt by such other documents and certificates as the Administrative Agent Agent, any New Lender or its counsel may reasonably request relating to the organization, existence and good standing of all notices, certificatesBorrower and Subsidiary Guarantors, and other documentation provided by the Borrower or any authorization of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the Borrowerthis Amendment, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the date hereof, from the jurisdiction of formation for each such Person; and (h) receipt by the Administration Agent of an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, all in form and substance reasonably satisfactory to the Administrative Agent, such New Lender and its respective counsel. (e) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (f) the Administrative Agent and each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, as reasonably requested by the Administrative Agent and each Lender. (g) the Borrower shall have paid in full to the Administrative Agent for the benefit of the Lenders all fees and expenses related to this Amendment or the Credit Agreement owing on the Effective Date under any Loan Document to the extent invoiced, including any upfront fee due to any Lender on the Effective Date (but for the avoidance of doubt any payment of Administrative Agent’s legal fees shall be paid by separate wire transfer in their sole discretionaccordance with an invoice provided by Administrative Agent’s counsel).